Embrace Change Acquisition Corp 8-K/A, filed Dec 15, 2023
Embrace Change Acquisition Corp. (EMCGF)
About this 8-K/A
Embrace Change Acquisition Corp filed this 8-K/A on December 15, 2023, reporting on events of September 8, 2023.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Amendment No. 1)
Current Report
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Explanatory Note
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet 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 $90,000 and $10,000, 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-K is 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) | |
| * | Previously filed |
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 15, 2023 | ||
| EMBRACE CHANGE ACQUISITION CORP. | ||
| By: | /s/ Jingyu Wang | |
| Name: | Jingyu Wang | |
| Title: | Chief Executive Officer | |