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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
25, 2025
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/A00-0000000 |
(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 |
|
OTC |
| Ordinary
shares, par value $0.0001 per share, included as part of the Units |
|
EMCG |
|
OTC |
| Warrants
included as part of the Units |
|
EMCGW |
|
OTC |
| Rights
included as part of the Units |
|
EMCGR |
|
OTC |
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
On
December 25, 2025, Embrace Change Acquisition Corp. (the “Company”) received a written notice from Jingyu Wang that he resigned
from his position as the Company’s Chief Executive Officer, pending on the approval from the Company’s board of directors
(the “Board”). Mr. Wang’s decision to resign was not due to any disagreements with the Company on any matter relating
to the Company’s operations, policies, or practice.
On
December 26, 2025, the Board approved the resignation of Jingyu Wang from the Company’s Chief Executive Officer, and appointed
Zheng Yuan, the Company’s Chief Financial Officer, as the Company’s Chief Executive Officer, in addition to her Chief Financial
Officer position.
Jingyu
Wang has been the Company’s director since December 2022 and was the Company’s Chief Executive Officer from December 2022
to December 2025. Mr. Wang served as an advisor to the Company in connection with its initial public offering and public disclosures
from September 2021 until his appointment as Chief Executive Officer. From October 2024, Mr. Wang has been a director and the secretary
of the board of Hangzhou Tangji Medical Technology Co., Ltd, overseeing capital markets operations and managing investor relations. From
June 2015 to September 2021, Mr. Wang served as the secretary of the board for 36Kr Holdings Inc., a company listed on Nasdaq (Nasdaq:
KRKR), for which he coordinated the Company’s public disclosures. Mr. Wang received his bachelor’s degree in laws from China
University of Political Science and Law in 2012.
Zheng
Yuan has been the Company’s Chief Financial Officer and a director since March 2021. From July 2024, Ms. Yuan has also been a weekend
teacher at San Diego Huaxia Chinese School teaching Mandarin Chinese. From June 2017 until August 2021, Ms. Yuan was the Acting as CFO
and Administrative Director of Ningbo Super fan Culture Media Co., Ltd., a joint stock limited company. From October 2010 until March
2016, she was the Vice President of International Banking for Bank of Beijing Co., Ltd. She received master’s and bachelor’s
degrees from Tianjin University of Finance and Economics.
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 30, 2025
| EMBRACE CHANGE ACQUISITION CORP. |
|
| |
|
| By: |
/s/
Zheng Yuan |
|
| Name: |
Zheng
Yuan |
|
| Title: |
Chief
Executive Officer |
|
