☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands |
001-41397 |
|||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Units, each consisting of one ordinary share, one right and one warrant |
EMCGU |
The Nasdaq Stock Market LLC | ||
Ordinary Shares |
EMCG |
The Nasdaq Stock Market LLC | ||
Rights |
EMCGR |
The Nasdaq Stock Market LLC | ||
Warrants |
EMCGW |
The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
1 | ||||
1 | ||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
17 | ||||
19 | ||||
19 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
20 | ||||
21 | ||||
22 |
September 30, 2023 |
December 31, 2022 |
|||||||
ASSETS |
||||||||
Cash |
$ | 9,208 | $ | 403,012 | ||||
Other receivables |
— | 521 | ||||||
Prepaid expenses |
17,502 | — | ||||||
|
|
|
|
|||||
Total Current Assets |
26,710 | 403,533 | ||||||
Cash and marketable securities held in trust account |
64,061,897 | 76,541,453 | ||||||
|
|
|
|
|||||
Total assets |
$ |
64,088,607 |
$ |
76,944,986 |
||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued expenses |
$ | 918,196 | $ | 157,051 | ||||
Convertible promissory note |
10,000 | — | ||||||
|
|
|
|
|||||
Total current liabilities |
928,196 | 157,051 | ||||||
Deferred underwriter fee payable |
2,587,499 | 2,587,499 | ||||||
|
|
|
|
|||||
Total liabilities |
3,515,695 |
2,744,550 |
||||||
|
|
|
|
|||||
Commitments and Contingencies (Note 6) |
||||||||
Ordinary shares subject to possible redemption, 5,951,964 and 7,392,855 shares issued and outstanding at redemption value of $10.76 per share and $10.35 per share at September 30, 2023 and December 31, 2022, respectively
|
64,061,897 | 76,541,453 | ||||||
Stockholders’ Deficit |
||||||||
Ordinary Shares, par value $0.0001; 500,000,000 shares authorized; 2,295,893 (excluding 5,951,964 and 7,392,855 shares subject to redemption, respectively) issued and outstanding at September 30, 2023 and December 31, 2022 |
230 | 230 | ||||||
Additional paid-in capital |
— | — | ||||||
Accumulated deficit |
(3,489,215 | ) |
(2,341,247 | ) | ||||
|
|
|
|
|||||
Total Stockholders’ Deficit |
(3,488,985 |
) |
(2,341,017 |
) | ||||
|
|
|
|
|||||
Total Liabilities and Stockholders’ Deficit |
$ |
64,088,607 |
$ |
76,944,986 |
||||
|
|
|
|
For the three months ended September 30, 2023 |
For the three months ended September 30, 2022 |
For the nine months ended September 30, 2023 |
For the nine months ended September 30, 2022 |
|||||||||||||
Formation and operating costs |
$ | (488,036 |
) | $ | (154,247 |
) | $ | (737,095 |
) | $ | (154,247 |
) | ||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(488,036 |
) |
(154,247 | ) | (737,095 | ) | (154,247 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other income: |
||||||||||||||||
Investment income earned on investments held in Trust Account |
942,835 | 123,590 | 2,706,368 | 123,590 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
$ | 454,799 | $ | (30,657 | ) | $ | 1,969,273 | $ |
(30,657 |
) | ||||||
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding, basic and diluted |
9,109,259 | 6,109,374 | 9,493,462 | 3,284,209 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss) per ordinary share |
$ |
0.05 |
$ |
(0.01 |
) |
$ |
0.21 |
$ |
(0.01 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance – December 31, 2022 |
2,295,893 |
$ |
230 |
$ |
— |
$ |
(2,341,247 |
) |
$ |
(2,341,017 |
) |
|||||||||
Re-measurement of ordinary shares subject to redemption |
— | — | — | (822,317 | ) | (822,317 | ) | |||||||||||||
Net income |
— | — | — | 694,054 | 694,054 | |||||||||||||||
Balance – March 31, 2023 |
2,295,893 |
$ |
230 |
$ |
— |
$ |
(2,469,510 |
) |
$ |
(2,469,280 |
) |
|||||||||
Re-measurement of ordinary shares subject to redemption |
— | — | — | (941,216 | ) | (941,216 | ) | |||||||||||||
Net income |
— | — | — | 820,420 | 820,420 | |||||||||||||||
Balance – June 30, 2023 |
2,295,893 |
$ |
230 |
$ |
— |
$ |
(2,590,306 |
) |
$ |
(2,590,076 |
) |
|||||||||
Re-measurement of ordinary shares subject to redemption |
— | — |
— |
(942,835 | ) |
(942,835 | ) |
|||||||||||||
Accretion of offering costs to deficit |
(210,873 |
) |
(210,873 |
) |
||||||||||||||||
Amount deposited into trust account subject to redemption |
— | — | — | (200,000 | ) | (200,000 |
) |
|||||||||||||
Net income |
— | — | — | 454,799 | 454,799 | |||||||||||||||
Balance – September 30, 2023 |
2,295,893 |
$ |
230 |
$ |
— | $ |
(3,489,215 |
) |
$ |
(3,488,985 |
) |
|||||||||
Ordinary shares |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance – December 31, 2021 |
1,848,214 |
$ |
185 |
$ |
24,815 |
$ |
(3,230 |
) |
$ |
21,770 |
||||||||||
Net income |
— | — | — | — | — | |||||||||||||||
Balance – March 31, 2022 |
1,848,214 |
$ |
185 |
$ |
24,815 |
$ |
(3,230 |
) |
$ |
21,770 |
||||||||||
Net income |
— | — | — | — | — | |||||||||||||||
Balance – June 30, 2022 |
1,848,214 |
$ |
185 |
$ |
24,815 |
$ |
(3,230 |
) |
$ |
21,770 |
||||||||||
Sale of IPO Unit |
7,392,855 | 739 | 73,927,811 | — | 73,928,550 | |||||||||||||||
Sale of Private Placement Units |
373,750 | 38 | 3,737,462 | — | 3,737,500 | |||||||||||||||
Offering and Underwriting costs |
— | — | (3,898,030 | ) | — | (3,898,030 | ) | |||||||||||||
Ordinary shares subject to possible redemption |
(7,392,855 | ) | (739 | ) | (75,776,025 | ) | — | (75,776,764 | ) | |||||||||||
Issuance of representative share |
73,929 | 7 | (7 | ) | — | — | ||||||||||||||
Accretion APIC to deficit |
— | — | 1,983,974 | (1,983,974 | ) | — | ||||||||||||||
Re-measurement of ordinary shares subject to redemption |
— | — | — | (123,590 | ) | (123,590 | ) | |||||||||||||
Net loss |
— | — | — | (30,657 | ) | (30,657 | ) | |||||||||||||
Balance – September 30, 2022 |
2,295,893 |
$ |
230 |
$ |
— | $ |
(2,141,451 |
) |
$ |
(2,141,221 |
) |
|||||||||
For the Nine Months Ended September 30, |
||||||||
2023 |
2022 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | 1,969,273 | $ | (30,657 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Investment income earned on investments held in Trust Account |
(2,706,368 | ) | (123,590 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Other receivables |
521 | — | ||||||
Prepaid expenses |
(17,502 | ) | — | |||||
Accounts payable and accrued expenses |
550,272 | 33,133 | ||||||
Net cash used in operating activities |
(203,804 |
) |
(121,114 |
) |
||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash in Trust Account |
(200,000 | ) | — | |||||
Marketable securities held in Trust Account |
— | (75,776,764 | ) | |||||
Cash withdrawn from Trust Account in connection with redemption |
15,385,924 | — | ||||||
Net cash provided by (used in) investing activities |
15,185,924 |
(75,776,764 |
) |
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from sale of units, net of underwriting discount paid |
— | 73,214,265 | ||||||
Proceeds from sale of private placement units |
— | 3,737,500 | ||||||
Proceeds from issuance of convertible promissory note |
10,000 | — | ||||||
Redemption of ordinary shares |
(15,385,924 | ) | — | |||||
Payment of promissory note - related party |
— | (159,478 | ) | |||||
Payment of offering costs |
— | (419,600 | ) | |||||
Net cash (used in) provided by financing activities |
(15,375,924 |
) |
76,372,687 |
|||||
Net Change in Cash |
(393,804 |
) |
474,809 |
|||||
Cash – Beginning of period |
403,012 | 4,602 | ||||||
Cash – End of period |
$ |
9,208 |
$ |
479,411 |
||||
Supplemental Disclosures of Noncash Financing Activities |
||||||||
Deferred offering costs included in promissory note |
$ | — | $ | (12,198 | ) | |||
Accretion of offering costs to deficit |
$ | 210,873 |
$ | — | ||||
Deferred underwriting fee payable |
$ | — | $ | 2,587,499 | ||||
Initial Valuation of ordinary shares subject to possible redemption |
$ | — | $ | 75,776,764 | ||||
Re-measurement of ordinary shares subject to redemption (1)
|
$ | 2,706,368 | $ | 123,590 | ||||
Extension funds attributable to ordinary shares subject to redemption |
$ | 200,000 | $ | — | ||||
(1) | The value of ordinary share subject to redemption was re-measured with investment income earned on investments held in Trust Account. |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Description |
Quoted Prices in Active Markets (Level 1) |
Significant other Observable Inputs (Level 2) |
Significant other Unobservable Inputs (Level 3) |
|||||||||
Assets |
||||||||||||
Marketable securities held in trust account |
$ | 64,061,897 | $ | — | $ | — | ||||||
|
|
|
|
|
|
Description |
Quoted Prices in Active Markets (Level 1) |
Significant other Observable Inputs (Level 2) |
Significant other Unobservable Inputs (Level 3) |
|||||||||
Assets |
||||||||||||
Marketable securities held in trust account |
$ | 76,541,453 | $ | — | $ | — | ||||||
|
|
|
|
|
|
For the three months ended September 30, 2023 |
For the three months ended September 30, 2022 |
For the nine months ended September 30, 2023 |
For the nine months ended September 30, 2022 |
|||||||||||||
Net income (loss) |
$ |
454,799 |
$ | (30,657 |
) |
$ |
1,969,273 |
$ | (30,657 |
) |
||||||
Denominator: weighted average number of ordinary shares |
9,109,259 | 6,109,374 | 9,493,462 | 3,284,209 | ||||||||||||
Basic and diluted net income (loss) per ordinary share |
$ | 0.05 |
$ | (0.01 |
) |
$ | 0.21 |
$ | (0.01 |
) |
• | at any time while the Warrants are exercisable, |
• | upon not less than 30 days’ prior written notice of redemption to each Warrant holder, |
• | if, and only if, the reported last sale price of the ordinary share equals or exceeds $18 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Warrant holders, and |
• | if, and only if, there is a current registration statement in effect with respect to the ordinary share underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
* | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
Dated: March 1, 2024 | EMBRACE CHANGE ACQUISITION CORP. |
|||||
By: | /s/ Zheng Yuan |
|||||
Name: | Zheng Yuan | |||||
Title: |
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 31.1
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jingyu Wang, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Embrace Change Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: March 1, 2024 | By: | /s/ Jingyu Wang |
||||
Jingyu Wang | ||||||
Chief Executive Officer and Director (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zheng Yuan, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Embrace Change Acquisition Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: March 1, 2024 | By: | /s/ Zheng Yuan |
||||
Zheng Yuan | ||||||
Chief Financial Officer and Director | ||||||
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Embrace Change Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jingyu Wang, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 1, 2024 | /s/ Jingyu Wang |
|||||
Name: | Jingyu Wang | |||||
Title: | Chief Executive Officer and Director | |||||
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Embrace Change Acquisition Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zheng Yuan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 1, 2024 | /s/ Zheng Yuan |
|||||
Name: | Zheng Yuan | |||||
Title: | Chief Financial Officer and Director | |||||
(Principal Financial and Accounting Officer) |