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Embrace Change Acquisition Corp. filed a notification that its Quarterly Report on Form 10-Q for the period ended June 30, 2026 will not be submitted by the prescribed deadline. Management states it was unable to finalize financial results and obtain the necessary review without unreasonable effort or expense, and requires more time to compile and verify the data for the report.
The company indicates it is relying on Rule 12b-25 and expects to file within the allowed extension period. It also discloses that its annual report on Form 10-K for the year ended December 31, 2025 and its Form 10-Q for the quarter ended March 31, 2026 have not yet been filed, signaling a continuing delay in periodic reporting.
Embrace Change Acquisition Corp. reported that shareholders approved amendments extending the period to complete a business combination. The investment management trust agreement and the company’s constitutional documents were updated to allow a 12‑month extension of the Combination Period from August 12, 2026 to August 12, 2027. This was implemented through a fifth amended and restated memorandum and articles of association and Amendment No. 4 to the trust agreement with Continental Stock Transfer & Trust Company.
At the August 11, 2026 extraordinary general meeting, 2,422,281 ordinary shares were entitled to vote, with 91.73% represented. Both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal received 2,221,965 votes for, with no votes against or abstentions. In connection with the meeting, 95,256 ordinary shares were tendered for redemption, leaving 2,327,025 ordinary shares outstanding.
Embrace Change Acquisition Corp. is calling an extraordinary general meeting on August 11, 2026 to seek shareholder approval for three proposals: a charter amendment to extend its SPAC Combination Period by 12 months from August 12, 2026 to August 12, 2027, a corresponding amendment to the Trust Agreement, and authority to adjourn the meeting if needed.
If the Extension and Trust Agreement amendments are not approved, the company states it will cease operations (other than winding up), redeem 100% of Public Shares from the Trust Account and then liquidate, leaving warrants and rights worthless. Public shareholders may redeem in connection with this vote; as of July 9, 2026, the estimated redemption price was $12.84 per share based on about $1.6 million in the Trust Account, versus a market price of $11.21. The sponsor beneficially owns 2,221,964 Ordinary Shares (91.7%) and cannot redeem its founder shares; its founder shares and private units would be worthless in a liquidation, giving insiders different economic incentives. The company also discloses past delays in required extension payments to the Trust Account, with $40,000 still outstanding, as a risk factor.
Embrace Change Acquisition Corp. is asking shareholders to approve a one-year extension of its deadline to complete a business combination from August 12, 2026 to August 12, 2027 at a virtual Extraordinary General Meeting on August 11, 2026. The Board recommends voting FOR three proposals to amend the Articles of Association, amend the Trust Agreement, and permit adjournment. Approval requires a two-thirds (2/3) vote for the extension amendment and 50% for the Trust Agreement amendment; adjournment needs a simple majority. Record date for voting is July 9, 2026, when 2,422,281 Ordinary Shares were outstanding. The Sponsor beneficially owned 2,221,964 shares (approximately 91.7%) on the Record Date. Public shareholders may redeem Public Shares for a pro rata portion of Trust Account funds if the extension is implemented; detailed redemption deadlines and delivery procedures are provided.
Embrace Change Acquisition Corp. submitted a Form 12b-25 notifying the SEC that its Quarterly Report on Form 10-Q for the period ended March 31, 2026 could not be filed on time because the Company was unable to finalize its financial results and obtain necessary review without unreasonable effort or expense. The filing states the Company requires additional time to compile and verify data and notes its Form 10-K for the fiscal year ended December 31, 2025 has not been filed. The notice is signed by Zheng Yuan on May 27, 2026 and invokes Rule 12b-25(b).
Embrace Change Acquisition Corp. notified the SEC it could not timely file its Form 10-K for the period ended December 31, 2025 because the company "could not finalize its financial results without unreasonable expense or effort" and therefore requires additional time to compile and verify required data. The filing states the company expects to file within the additional time allowed under Rule 12b-25.
Polar Asset Management Partners Inc. filed an amended Schedule 13G showing it now reports beneficial ownership of 0 ordinary shares of Embrace Change Acquisition Corp, representing 0% of the class of ordinary shares, par value $0.0001 per share.
The firm states it has no sole or shared voting or dispositive power over any of the issuer’s shares and confirms it owns 5 percent or less of the class. Polar files in its capacity as an investment adviser registered with the Ontario Securities Commission.
Embrace Change Acquisition Corp. received an amended Schedule 13G showing that Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. now report 0 ordinary shares beneficially owned, representing 0% of the class as of 12/31/2025.
The filing states that each reporting person has no sole or shared voting or dispositive power over any of the issuer’s ordinary shares. The certifying officer notes the securities referenced were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Embrace Change Acquisition Corp.
Embrace Change Acquisition Corp. reported a leadership change around the Christmas holiday. On December 25, 2025, Chief Executive Officer Jingyu Wang submitted his resignation, which the board of directors approved on December 26, 2025. The company states that his decision to resign was not due to any disagreement over operations, policies, or practices.
The board appointed Zheng Yuan, who has been the company’s Chief Financial Officer and a director since March 2021, to serve as Chief Executive Officer while retaining her CFO role. The filing also outlines each executive’s prior professional experience and education to give investors more background on the outgoing and incoming leaders.
Embrace Change Acquisition Corp., a Cayman Islands SPAC, reported unaudited results for the quarter and nine months ended September 30, 2025 while advancing its planned merger with Tianji Tire Global (Cayman) Limited. The company held $27.47 million of cash and investments in its trust account and only $5,431 of operating cash, with a stockholders’ deficit of $7.38 million. For the nine months, it recorded a net loss of $169,811, as modest operating costs were mostly offset by interest income on trust assets. Embrace Change has agreed to issue 45,000,000 shares valued at $450 million to Tianji shareholders at closing of the business combination. Heavy redemptions have reduced public shares subject to possible redemption to 126,388, and about 2.10 million shares were redeemed for roughly $26 million in December 2025. The company warns of substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by August 12, 2026, and its securities have been delisted from Nasdaq after failing to complete a deal within Nasdaq’s SPAC timeframe.