Embrace Change Acquisition : New Financial Obligation - Form 8-K

FORM 8-K

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

September 8, 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, CA92121		92121
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-Kfiling 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-12under the Exchange Act

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act

☐	Pre-commencementcommunications 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-2of 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-BalanceSheet Arrangement of a Registrant.

On September 8, 2023, Embrace Change Acquisition Corp. (the "Company") and Wuren Fubao Inc., the Company's sponsor (the "Sponsor"), deposited into the Company's trust account a principal amount of $900,000 and $100,000, respectively, in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from September 12, 2023 to October 12, 2023.

On September 8, 2023, the Company issued an unsecured promissory note (the "Extension Fee Note"), effective as of September 8, 2023, in an amount of $10,000 to the Sponsor. The Extension Fee Note bears no interest and is repayable in full upon the consummation of the Company's business combination. It is convertible at the Sponsor's election upon the consummation of the Company's business combination. Upon such election, the Extension Fee 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 Extension Fee Note is filed as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 2.03 of this Current Report on Form 8-Kis incorporated by reference into this Item 3.02. An aggregate of 1,000 private placement units of the Company would be issued if the entire principal balance of the Extension Fee 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 (the "Securities Act"), in connection with the issuance and sale of the Extension Fee 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:

Exhibit		Description
10.1		Promissory Note issued by the Company to the Sponsor on September 8, 2023.
104		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: September 11, 2023

EMBRACE CHANGE ACQUISITION CORP.
By:		/s/ Jingyu Wang
Name:		Jingyu Wang
Title:		Chief Executive Officer