Form 8-K - Current report

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

December 22, 2023

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

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 22, 2023, Embrace Change Acquisition Corp. (the “Company”) received a notification from The Nasdaq Stock Market (“Nasdaq”) that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”). Under the Nasdaq Listing Rules, the Company now has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until May 20, 2024, to regain compliance.

In accordance with the notification from Nasdaq, the Company issued a press release dated December 26, 2023 announcing the receipt of the letter, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits


Exhibit #		Description

99.1		Press Release Dated December 26, 2023

104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 27, 2023

EMBRACE CHANGE ACQUISITION CORP.

By:		/s/ Jingyu Wang
Name:		Jingyu Wang
Title:		Chief Executive Officer

Exhibit 99.1

Embrace Change Acquisition Corp. Receives Nasdaq Notice Regarding Late Form 10-Q Filing

San Diego, California, December 26, 2023 - Embrace Change Acquisition Corp. (“Embrace Change” or the “Company”) (NASDAQ: EMCG; EMCGU; EMCGR; EMCGW), a special purpose acquisition company, announced today that on December 22, 2023, it received a delinquency notification letter from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”).

The Notice has no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Stock Market. The Notice states that the Company has 60 calendar days from the date of the Notice, or February 20, 2024, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q, or May 20, 2024, to file the Form 10-Q to regain compliance. The Company continues to work diligently to finalize its Form 10-Q and plans to file its Form 10-Q as promptly as possible to regain compliance with the Rule.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires disclosure of receipt of a deficiency notification.

About Embrace Change Acquisition Corp.

The Company is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the Company’s search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Contact:

to be supplemented

Document and Entity Information	Dec. 22, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 22, 2023
Entity Registrant Name	EMBRACE CHANGE ACQUISITION CORP.
Entity Incorporation State Country Code	E9
Entity File Number	001-41397
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	5186 Carroll Canyon Rd
Entity Address City Or Town	San Diego
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92121
City Area Code	858
Local Phone Number	688-4965
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001869601
Amendment Flag	false
Capital Units [Member]
Document Information [Line Items]
Security 12b Title	Units, each consisting of one Ordinary Share of par value $0.0001, one Warrant and one Right
Trading Symbol	EMCGU
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Security 12b Title	Ordinary shares, par value $0.0001 per share, included as part of the Units
Trading Symbol	EMCG
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information [Line Items]
Security 12b Title	Warrants included as part of the Units
Trading Symbol	EMCGW
Security Exchange Name	NASDAQ
Rights included as part of the Units [Member]
Document Information [Line Items]
Security 12b Title	Rights included as part of the Units
Trading Symbol	EMCGR
Security Exchange Name	NASDAQ