00-0000000 0001869601 false 0001869601 2023-12-22 2023-12-22 0001869601 us-gaap:CapitalUnitsMember 2023-12-22 2023-12-22 0001869601 us-gaap:CommonStockMember 2023-12-22 2023-12-22 0001869601 us-gaap:WarrantMember 2023-12-22 2023-12-22 0001869601 emcgu:RightsIncludedAsPartOfTheUnitsMember 2023-12-22 2023-12-22

 

 

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

v3.23.4
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

Embrace Change Acquisition (NASDAQ:EMCGU)
Historical Stock Chart
Von Nov 2024 bis Dez 2024 Click Here for more Embrace Change Acquisition Charts.
Embrace Change Acquisition (NASDAQ:EMCGU)
Historical Stock Chart
Von Dez 2023 bis Dez 2024 Click Here for more Embrace Change Acquisition Charts.