Form 8-K - Current report
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United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
of 1934
May 7, 2024
Date of Report (Date of earliest
event reported)
EMBRACE CHANGE ACQUISITION CORP.
(Exact Name of Registrant as
Specified in its Charter)
Cayman Islands |
|
001-41397 |
|
00-0000000
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
5186 Carroll Canyon Rd
San Diego, CA 92121 |
|
92121 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (858) 688-4965
N/A
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading
Symbols |
|
Name of each exchange
on which registered |
Units, each consisting of one Ordinary Share of par value $0.0001, one Warrant and one Right |
|
EMCGU |
|
The Nasdaq Stock Market LLC |
Ordinary shares, par value $0.0001 per share, included as part of the Units |
|
EMCG |
|
The Nasdaq Stock Market LLC |
Warrants included as part of the Units |
|
EMCGW |
|
The Nasdaq Stock Market LLC |
Rights included as part of the Units |
|
EMCGR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 7, 2024, Embrace
Change Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Working
Capital Note”), in an amount of $81,000 to Zheng Yuan, the Company’s Chief Financial Officer, for the $81,000 Ms. Yuan paid
for the Company to pay off a bill. The Working Capital Note bears no interest and is repayable in full upon the consummation of the Company’s
initial business combination. It is convertible, up to $500,000 of the notes, at the Ms. Yuan’s election upon the consummation of
the Company’s initial business combination. Upon such election, the Working Capital Note will convert, at a price of $10.00 per
unit, into units identical to the private placement units issued in connection with the Company’s initial public offering.
The foregoing description
of the Working Capital Note is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as
Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities
The information set forth
in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 8,100 private placement
units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. The rights constituting
a part of the units are exchangeable, subject to the terms and conditions of the rights, for ordinary shares as provided in the right
agreement governing the rights. The warrants constituting a part of the units are exercisable, subject to the terms and conditions of
the warrants, for ordinary shares as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2)
of the Securities Act of 1933, as amended, in connection with the issuance and sale of the Working Capital Note, as it was issued to sophisticated
investors without a view to distribution, and was not issued through any general solicitation or advertisement.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits:
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: May 10, 2024 |
|
|
|
EMBRACE CHANGE ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Jingyu Wang |
|
Name: |
Jingyu Wang |
|
Title: |
Chief Executive Officer |
|
Exhibit 10.1
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN
ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER
THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.
PROMISSORY
NOTE
Principal
Amount: $81,000 |
Dated
as of May 7, 2024 |
|
Effective
as of April 25, 2024 |
Embrace
Change Acquisition Corp., a Cayman Islands exempted corporation (the “Maker”), promises to pay to the order of Zheng
Yuan or her registered assigns or successors in interest (the “Payee”) the principal sum of Eighty-one Thousand Dollars
($81,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall
be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee
may from time to time designate by written notice in accordance with the provisions of this Note.
1. |
Principal. The
principal balance of this Promissory Note (this “Note”) shall be payable promptly after the date on which the
Maker consummates an initial business combination (a “Business Combination”) with a target business (as described
in its initial public offering prospectus dated August 9, 2022 (the “Prospectus”)). The principal balance may
not be prepaid without the consent of the Payee. |
|
|
2. |
Conversion
Rights. The Payee has the right, but not the obligation, to convert this Note (up to $500,000 of the total notes), in whole or
in part, into private units (the “Units”) of the Maker containing the same securities as issued in the Maker’s
initial public offering and as described in the Prospectus, by providing the Maker with written notice of its intention to convert
this note at least one business day prior to the closing of a Business Combination. The number of Units to be received by the Payee
in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable
to such Payee, by (y) $10.00. |
|
(a) |
Fractional
Securities. No fractional Units will be issued upon conversion of this Note. In lieu of any fractional Units to which Payee would
otherwise be entitled, Maker will pay to Payee in cash the amount of the unconverted principal balance of this note that would otherwise
be converted into such fractional share. |
|
|
|
|
(b) |
Effect
of Conversion. If the Maker timely receives notice of the Payee’s intention to convert this note at least one business
day prior to the closing of a Business Combination, this Note shall be deemed to be converted on the date the Business Combination
closes. At its expense, the Maker will, as soon as practicable after receiving this Note for cancellation after the closing of a
Business Combination (assuming receipt of timely notice of conversion), issue and deliver to Payee, at Payee’s address or such
other address requested by Payee, a certificate or certificates for the number of Units to which Payee is entitled upon such conversion
(bearing such legends as are customary pursuant to applicable state and federal securities laws), including a check payable to Payee
for any cash amounts payable as a result of any fractional shares as described herein. |
3. |
Interest. No
interest shall accrue on the unpaid principal balance of this Note. |
|
|
4. |
Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due
under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note. |
|
|
5. |
Events
of Default. The following shall constitute an event of default (“Event of Default”): |
|
(a) |
Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the
date when due. |
|
(b) |
Voluntary
Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation
or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing. |
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|
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(c) |
Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of
maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for
a period of 60 consecutive days. |
|
(a) |
Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
|
|
|
|
(b) |
Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee. |
7. |
Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee. |
|
|
8. |
Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented
to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
|
|
9. |
Notices. Any
notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery
or (iv) sent by facsimile or (v) by e-mail to the following addresses or to such other address as either party may designate by notice
in accordance with this Section: |
If
to Maker:
Embrace
Change Acquisition Corp.
5186
Carroll Canyon Rd
San
Diego, CA 92121
Attn:
Jingyu Wang
Email:
jingyu.wang@embracechange.top
If
to Payee:
Zheng
Yuan
c/o
Embrace Change Acquisition Corp.
5186
Carroll Canyon Rd
San
Diego, CA 92121
Email:
Jennifer.Yuan@embracechange.top
Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
10. |
Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
|
|
11. |
Jurisdiction. The
courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including
a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit
to the exclusive jurisdiction of the courts of New York. |
|
|
12. |
Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. |
|
|
13. |
No
Claims Against Trust Account. The Payee has been provided a copy of the Prospectus. The Payee hereby waives any and all
right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which
the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of
securities in a private placement that occurred prior to the effectiveness of the IPO, as described in greater detail in the Prospectus,
were placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account
or any distribution therefrom for any reason whatsoever. If Maker does not consummate the Business Combination, this Note shall be
repaid only from amounts remaining outside of the Trust Account, if any. |
|
|
14. |
Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the
Maker and the Payee. |
|
|
15. |
Assignment. No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void. |
|
|
16. |
Further
Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other
necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give
full effect to this Promissory Note. |
[The
rest of this page is intentionally left blank]
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Executive Officer
the day and year first above written.
|
EMBRACE
CHANGE ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Jingyu Wang |
|
Name: |
Jingyu
Wang |
|
Title: |
Chief
Executive Officer |
Accepted
and Agreed: |
|
|
ZHENG YUAN |
|
|
|
/s/
Zheng Yuan |
|
v3.24.1.1.u2
Cover
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May 07, 2024 |
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8-K
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May 07, 2024
|
Entity File Number |
001-41397
|
Entity Registrant Name |
EMBRACE CHANGE ACQUISITION CORP.
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Entity Central Index Key |
0001869601
|
Entity Tax Identification Number |
00-0000000
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Entity Incorporation, State or Country Code |
E9
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Entity Address, Address Line One |
5186 Carroll Canyon Rd
|
Entity Address, City or Town |
San Diego
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Entity Address, State or Province |
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|
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City Area Code |
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