Embrace Change Acquisition Corp. (EMCGF) files 12b-25 citing incomplete 10-Q

Rhea-AI Filing Summary

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).

Insights

Accounting Controller

Late 10-Q due to incomplete financial close and review.

The notice explains the Company could not finalize financial results "without unreasonable expense or effort" and therefore could not complete the Form 10-Q for the period ended March 31, 2026. This language aligns with the narrow relief path under Rule 12b-25(b).

Key dependencies include completion of accounting close, management review, and external accountant input. Subsequent filings should disclose the finalized figures and any material operational or balance-sheet changes; timing is stated only as the Rule 12b-25 cure period.

Corporate Governance Advisor

Late filing raises governance and disclosure follow-up needs.

The Company acknowledges it has not filed its annual report on Form 10-K for the year ended December 31, 2025, which is highlighted in Part IV. Board and audit-committee oversight of remediation and disclosure timing will be relevant to stakeholders.

Watch for the next SEC filing that cures both the Form 10-Q and the overdue Form 10-K; the notice is signed by the CEO/CFO, Zheng Yuan, on May 27, 2026.

Key Figures

Form 10-Q period end: March 31, 2026 Annual report not filed: Form 10-K for year ended December 31, 2025 Notice signed: May 27, 2026 +1 more

4 metrics

Form 10-Q period end March 31, 2026 Quarterly report period end

Annual report not filed Form 10-K for year ended December 31, 2025 Outstanding annual report disclosed in Part IV

Notice signed May 27, 2026 Signature date by Zheng Yuan, CEO and CFO

Contact phone (858) 688-4965 Contact listed in Part IV

Key Terms

Form 12b-25, Rule 12b-25(b), Form 10-Q

3 terms

Form 12b-25 regulatory

"Notification of Late Filing; used to request relief for a late periodic report"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25(b) regulatory

"Part II and narrative state relief is sought pursuant to Rule 12b-25(b)"

Form 10-Q financial

"The Quarterly Report on Form 10-Q of Embrace Change Acquisition Corp. could not be filed"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

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: March 31, 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.
(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: May 27, 2026	By:	/s/ Zheng Yuan
	Name:	Zheng Yuan
	Title:	Chief Executive Officer and Chief Financial Officer

FAQ

What did Embrace Change Acquisition Corp. file with the SEC (EMCGF)?

The company filed a Form 12b-25 notifying the SEC of a late Form 10-Q for the period ended March 31, 2026. The notice explains additional time is needed to finalize financial results and obtain required review.

Why could Embrace Change not file the Form 10-Q on time?

The Company states it was unable to finalize its financial results without "unreasonable expense or effort." It requires additional time to compile and verify the data and to obtain the necessary review of the 10-Q.

Has Embrace Change filed its Form 10-K for fiscal year 2025?

No. The notification explicitly states the Company has not filed its annual report on Form 10-K for the fiscal year ended December 31, 2025, as disclosed in Part IV of the Form 12b-25.

Who signed the Form 12b-25 for Embrace Change and when?

The notice is signed by Zheng Yuan, identified as Chief Executive Officer and Chief Financial Officer, and is dated May 27, 2026.

Does the Form 12b-25 state when the 10-Q will be filed?

The filing invokes the Rule 12b-25(b) cure framework and states additional time is needed to complete the 10-Q; it does not provide a specific filing date for the final report within the excerpt.