Embrace Change Acquisition Corp. Files 8-K with Key Corporate Updates

TL;DR

Embrace Change Acquisition Corp. filed an 8-K detailing material agreements, charter amendments, and shareholder votes.

AI Summary

Embrace Change Acquisition Corp. filed an 8-K on August 15, 2024, reporting on several key events that occurred on August 12, 2024. These include entering into a material definitive agreement, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also notes other events and the submission of financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential strategic shifts for Embrace Change Acquisition Corp., which could impact its future direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions, including material definitive agreements and amendments, which can introduce new risks or alter existing ones for the company.

Key Players & Entities

• Embrace Change Acquisition Corp. (company) — Filer of the 8-K report
• August 12, 2024 (date) — Date of reported events
• August 15, 2024 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0 — ting of one Ordinary Share of par value $0.0001, one Warrant and one Right EMCGU
• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share, included as part of the Unit
• $75,000 — e trust account (the " Trust Account ") $75,000 per outstanding public share for each o
• $50,000 — Date and to delete words "(less up to US$50,000 of interest to pay dissolution expenses

Filing Documents

• embracechangeacq_8k.htm (8-K) — 53KB
• embracechangeacq_ex3-1.htm (EX-3.1) — 780KB
• embracechangeacq_ex10-1.htm (EX-10.1) — 13KB
• ex3-1_001.jpg (GRAPHIC) — 3KB
• 0001829126-24-005546.txt ( ) — 1163KB
• cik0001869601-20240812.xsd (EX-101.SCH) — 4KB
• cik0001869601-20240812_def.xml (EX-101.DEF) — 27KB
• cik0001869601-20240812_lab.xml (EX-101.LAB) — 38KB
• cik0001869601-20240812_pre.xml (EX-101.PRE) — 26KB
• embracechangeacq_8k_htm.xml (XML) — 8KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On August 12, 2024, as approved by its shareholders at an extraordinary general meeting held on August 12, 2024 (the " Extraordinary General Meeting "), Embrace Change Acquisition Corp. (the " Company " or " Embrace Change "), and its trustee, Continental Stock Transfer & Trust Company (the " Trustee "), signed an amendment to the investment management trust agreement dated as of August 9, 2022, as amended (the " Trust Agreement "), to give the Company the right to extend the date by which Embrace Change must consummate a business combination (the " Combination Period ") twelve (12) times for an additional one (1) month each time, from August 12, 2024 (i.e. the end of 12 months from the consummation of its initial public offering, the " Termination Date ") to August 12, 2025 (the " Extended Date "), by depositing into the trust account (the " Trust Account ") $75,000 per outstanding public share for each one-month extension (the " Extension Payment "), as approved by the Company's shareholders in accordance with the Company's second amended and restated memorandum and articles of association (the " Articles of Association "). At the Extraordinary General Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the Combination Period from the Termination Date to the Extended Date and to delete words "(less up to US$50,000 of interest to pay dissolution expenses)".

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by its shareholders at the Extraordinary General Meeting held on August 12, 2024, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the Combination Period from the Termination Date to the Extended Date (the " Extension Amendment Proposal ") by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of Embrace Change; and (b) as an ordinary resolution, an amendment to the Trust Agreement, to extend the Combination Period from the Termination Date to the Extended Date, by depositing into the Trust Agreement the Extension Payment (the " Trust Agreement Amendment Proposal ").

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On August 12, 2024, the Company held the Extraordinary General Meeting. On July 16, 2024, the record date for the Extraordinary General Meeting, there were 7,423,175 ordinary shares of the Company entitled to be voted at the Extraordinary General Meeting, 74.15% of which were represented in person or by proxy. The final results for each of the matters submitted to a vote of the Company's shareholders at the Extraordinary General Meeting are as follows: 1. Extension Amendment Proposal Shareholders approved the Extension Amendment Proposal. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 4,528,994 975,484 0 0 2. Trust Agreement Amendment Proposal Shareholders approved the Trust Agreement Amendment Proposal. Approval of the Trust Agreement Amendment Proposal required an ordinary resolution under Cayman Islands law, a simple majority of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Trust Agreement Amendment Proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 3,828,007 975,484 0 0 1

01. Other Events

Item 8.01. Other Events. In connection with the shareholders' vote at the Extraordinary General Meeting of shareholders held by the Company on August 12, 2024, 2,903,151 ordinary shares were tendered for redemption, leaving 4,520,024 ordinary shares.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 Third Amended and Restated Memorandum and Articles of Association of Embrace Change Acquisition Corp. 10.1 Amendment to the Investment Management Trust Agreement, dated as of August 12, 2024, between Embrace Change Acquisition Corp. and Continental Stock Transfer & Trust Company dated August 9, 2022, as amended 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 15, 2024 EMBRACE CHANGE ACQUISITION CORP. By: /s/ Jingyu Wang Name: Jingyu Wang Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR