EMBRACE CHANGE ACQUISITION CORP SEC Filings

Embrace Change Acquisition Corp. is a special purpose acquisition company that completed an IPO generating gross proceeds of $73,928,550 and placed approximately $75,776,764 (plus interest) into a Trust Account invested in short-term U.S. government obligations or eligible money market funds. The filing shows multiple shareholder redemptions over 2023–2025 leaving classifiable ordinary shares subject to redemption. As of June 30, 2025, the company had only $469 in cash outside the Trust Account and reported $851,112 outstanding under convertible promissory notes and $1,175,000 due to a third party. Management made two $75,000 extension deposits in May and June 2025, but a further required extension payment of $275,000 had not been deposited by the statements’ issue date. The registrant discloses that this shortfall and the extension-payment obligations raise substantial doubt about its ability to continue as a going concern within one year.

Embrace Change Acquisition Corp. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 because the company was unable to finalize its financial results without unreasonable expense or effort. The filing states the company could not obtain the necessary review in time and needs additional time to compile and verify required data, and it expects to file within the additional time allowed. The notice confirms all other periodic reports in the prior 12 months have been filed and that the company does not anticipate a significant change in results versus the prior-year period. Contact listed: Zheng Yuan, CFO, (858) 688-4965.

Mizuho Financial Group reports beneficial ownership of 400,522 common shares of Embrace Change Acquisition Corp., representing 8.9% of the class. The filing states Mizuho has sole voting power and sole dispositive power over the full position, indicating it controls how those shares are voted and disposed.

The filing is made by Mizuho as a parent holding company and discloses that the securities are directly held by Mizuho Securities USA LLC, with Mizuho Bank and Mizuho Americas LLC potentially deemed indirect beneficial owners. The statement includes a certification that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

TD Securities (USA) LLC reports beneficial ownership of 338,821 ordinary shares of Embrace Change Acquisition Corp (CUSIP G3034H133), representing 7.5% of the class. The filing states that TD Securities has the sole power to vote and the sole power to dispose of these shares.

The statement is filed jointly with Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and Toronto Dominion Bank, which report 0 shares directly but note they may be deemed to have an indirect interest through ownership of TD Securities and disclaim ownership except to the extent of any pecuniary interest. The reporting person certifies the shares are held in the ordinary course of business and not to effect control.

Embrace Change Acquisition Corp. shareholders approved a 12-month extension of the business combination period, moving the Termination Date from August 12, 2025 to August 12, 2026 by adopting a fourth amended and restated memorandum and articles and amending the investment management trust agreement.

The Extraordinary General Meeting recorded 2,802,532 votes in favor and 332,057 against, with 69.35% of the 4,520,024 entitled ordinary shares represented. Following the vote, 2,097,743 ordinary shares were tendered for redemption, leaving 2,422,281 ordinary shares outstanding.