[8-K] Embrace Change Acquisition Corp Unit Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Shareholders approved a 12-month extension of the Combination Period to August 12, 2026.
• Articles of Association and Trust Agreement were amended to implement the extension following shareholder approvals.

Negative

• 2,097,743 ordinary shares were tendered for redemption, reducing the outstanding ordinary share count to 2,422,281.
• Voter turnout was 69.35% of the 4,520,024 entitled ordinary shares, indicating a significant portion of the register participated, which led to the recorded redemptions.

Insights

Financial Analyst

TL;DR: Shareholders approved a 12-month SPAC extension; vote totals and large redemptions materially change the post-meeting share base.

The shareholder approval to extend the Combination Period to August 12, 2026 was passed by the required majorities and implemented via amendments to the Articles of Association and the Trust Agreement. The recorded vote was 2,802,532 FOR versus 332,057 AGAINST, with 69.35% of entitled shares represented.

The redemption of 2,097,743 ordinary shares reduced the outstanding ordinary share count to 2,422,281. These facts are material to capital structure and any timeline for completing a business combination.

Corporate Governance Expert

TL;DR: Shareholders exercised governance rights to extend the SPAC timeline and amend governing documents; approvals were decisive.

The company effected a formal governance process: a special resolution amended the Articles to permit the 12-month extension and an ordinary resolution amended the Trust Agreement. The vote margin (2,802,532 FOR) met Cayman Islands law thresholds for the respective resolutions, indicating shareholder support for the extension.

The tendering of 2,097,743 shares for redemption and the resulting outstanding share count of 2,422,281 are definitive outcomes of the meeting and materially alter the shareholder register and potential voting dynamics going forward.

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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

August 11, 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		The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share, included as part of the Units		EMCG		The Nasdaq Stock Market LLC
Warrants included as part of the Units		EMCGW		The Nasdaq Stock Market LLC
Rights included as part of the Units		EMCGR		The Nasdaq Stock Market LLC

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 1.01 Entry into a Material Definitive Agreement

On August 11, 2025, as approved by its shareholders at an extraordinary general meeting held on August 11, 2025 (the “Extraordinary General Meeting”), Embrace Change Acquisition Corp. (the “Company” or “Embrace Change”), and its trustee, Continental Stock Transfer & Trust Company (the “Trustee”), signed an amendment No. 3 to the investment management trust agreement dated as of August 9, 2022, as amended (the “Trust Agreement”), to give the Company the right to extend the date by which Embrace Change must consummate a business combination (the “Combination Period”) by 12 months from August 12, 2025 (i.e. the end of 36 months from the consummation of its initial public offering, the “Termination Date”) to August 12, 2026 (the “Extended Date”), as approved by the Company’s shareholders in accordance with the Company’s third amended and restated memorandum and articles of association (the “Articles of Association”).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by its shareholders at the Extraordinary General Meeting held on August 11, 2025, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the Combination Period from the Termination Date to the Extended Date (the “Extension Amendment Proposal”) by deleting the Articles of Association in its entirety and substitute it with the fourth amended and restated memorandum and articles of association of Embrace Change; and (b) as an ordinary resolution, an amendment to the Trust Agreement, to extend the Combination Period from the Termination Date to the Extended Date (the “Trust Agreement Amendment Proposal”).

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 11, 2025, the Company held the Extraordinary General Meeting. On July 22, 2025, the record date for the Extraordinary General Meeting, there were 4,520,024 ordinary shares of the Company entitled to be voted at the Extraordinary General Meeting, 69.35% of which were represented in person or by proxy.

The final results for each of the matters submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:

1. Extension Amendment Proposal

Shareholders approved the Extension Amendment Proposal. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2,802,532		332,057		0		0

2. Trust Agreement Amendment Proposal

Shareholders approved the Trust Agreement Amendment Proposal. Approval of the Trust Agreement Amendment Proposal required an ordinary resolution under Cayman Islands law, a simple majority of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Trust Agreement Amendment Proposal received the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
2,802,532		332,057		0		0

Item 8.01. Other Events.

In connection with the shareholders’ vote at the Extraordinary General Meeting of shareholders held by the Company on August 11, 2025, 2,097,743 ordinary shares were tendered for redemption, leaving 2,422,281 ordinary shares.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Fourth Amended and Restated Memorandum and Articles of Association of Embrace Change Acquisition Corp.
10.1		Amendment No. 3 to the Investment Management Trust Agreement, dated as of August 11, 2025, between Embrace Change Acquisition Corp. and Continental Stock Transfer & Trust Company dated August 9, 2022, as amended
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 11, 2025
EMBRACE CHANGE ACQUISITION CORP.
By:	/s/ Jingyu Wang
Name:	Jingyu Wang
Title:	Chief Executive Officer

FAQ

What did Embrace Change (EMCGU) shareholders approve at the Extraordinary General Meeting?

Shareholders approved a 12-month extension of the business combination period from August 12, 2025 to August 12, 2026 and corresponding amendments to the company’s Articles and the Trust Agreement.

How did shareholders vote on the extension for Embrace Change (EMCGU)?

The Extension Amendment Proposal and the Trust Agreement Amendment Proposal each received 2,802,532 FOR votes and 332,057 AGAINST votes.

How many Embrace Change (EMCGU) shares were redeemed after the vote?

2,097,743 ordinary shares were tendered for redemption, leaving 2,422,281 ordinary shares outstanding.

What was the shareholder turnout at the Extraordinary General Meeting for EMCGU?

Of the 4,520,024 ordinary shares entitled to vote, 69.35% were represented in person or by proxy at the meeting.

What formal documents were filed as exhibits related to the approvals?

Exhibits listed include the Fourth Amended and Restated Memorandum and Articles of Association and Amendment No. 3 to the Investment Management Trust Agreement.