Embrace Change Acquisition Corp. (EMCGF) discloses delays in multiple SEC reports

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Multiple SEC reports remain unfiled, including the Form 10-K for the year ended December 31, 2025 and the Form 10-Q for the quarter ended March 31, 2026, alongside the newly delayed June 30, 2026 Form 10-Q.
• The company cites an inability to finalize financial results and complete review for the June 30, 2026 Form 10-Q without unreasonable effort or expense, indicating ongoing reporting and financial statement preparation challenges.

Key Terms

Rule 12b-25, Quarterly Report on Form 10-Q, Notification of Late Filing, forward-looking statements

4 terms

Rule 12b-25 regulatory

"the registrant seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Quarterly Report on Form 10-Q regulatory

"The Quarterly Report on Form 10-Q of Embrace Change Acquisition Corp."

A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

Notification of Late Filing regulatory

"This Notification of Late Filing on Form 12b-25 contains forward-looking statements"

A notification of late filing is a formal public statement that a company failed to submit a required regulatory report (for example, quarterly or annual financial statements) by the deadline. It matters to investors because missed filings can signal accounting, operational, or governance problems, may lead to fines or trading restrictions, and increases uncertainty about the company's transparency—like a public “we missed the deadline” flag that raises risk for shareholders.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

Why did Embrace Change Acquisition Corp. (EMCGF) file an NT 10-Q?

Embrace Change Acquisition Corp. filed an NT 10-Q because it could not finalize its June 30, 2026 Form 10-Q financial results and complete the necessary review without unreasonable effort or expense, and therefore missed the prescribed filing deadline.

Which SEC reports has Embrace Change Acquisition Corp. (EMCGF) not yet filed?

The company discloses it has not filed its Form 10-K for the year ended December 31, 2025 and its Form 10-Q for the quarter ended March 31, 2026, in addition to delaying the June 30, 2026 Form 10-Q.

Will Embrace Change Acquisition Corp. (EMCGF) use the 12b-25 extension for its June 30, 2026 10-Q?

Yes. The company indicates it is relying on Rule 12b-25, which allows an additional five calendar days to file a late Form 10-Q, and expects to submit the report within that extension period.

What reason does Embrace Change Acquisition Corp. (EMCGF) give for the late June 30, 2026 Form 10-Q?

Management states the company could not finalize its financial results, compile and verify necessary data, and obtain required review for the June 30, 2026 Form 10-Q without unreasonable effort or expense before the deadline.

Does Embrace Change Acquisition Corp. (EMCGF) mention significant changes in results of operations?

The notification includes the standard question about any significant change in results of operations, but the text provided does not include a separate narrative or quantitative explanation addressing such changes for the upcoming Form 10-Q.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 04:05 PM Accepted by SEC EDGAR 08/12/2026 - 04:05 PM Learn about SEC filing dates

SEC FILE NUMBER 001-41397

CUSIP NUMBER

G3034H 133 (Units)

G3034H 109 (Ordinary Shares)

G3034H 109 (Warrants)

G3034H 141 (Rights)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended: June 30, 2026
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Read attached instruction sheet before preparing form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I REGISTRANT INFORMATION

Embrace Change Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

5186 Carroll Canyon Rd

Address of Principal Executive Office (Street and Number)

San Diego, CA 92121

City, State and Zip Code

PART II RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Quarterly Report on Form 10-Q of Embrace Change Acquisition Corp. (the “Company”) could not be filed within the prescribed time period due to the fact that the Company was unable to finalize its financial results without unreasonable expense or effort. As a result, the Company could not solicit and obtain the necessary review of the Form 10-Q in a timely fashion prior to the due date of the report. The Company requires additional time to compile and verify the data required to be included in the Form 10-Q.

PART IV OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Zheng Yuan		+1		(858) 688-4965
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s). ☐ Yes ☒ No
	The Company has not filed its annual report on form 10-K for the fiscal year ended December 31, 2025 and its quarterly report on form 10-Q for the quarter ended March 31, 2026.
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Disclosures About Forward-Looking Statements

This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The above statements constitute forward-looking statements that are based on the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the Company’s annual and quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Embrace Change Acquisition Corp.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2026	By:	/s/ Zheng Yuan
	Name:	Zheng Yuan
	Title:	Chief Executive Officer and Chief Financial Officer