Embrace Change (NASDAQ: EMCGU) set for Nasdaq delisting

Rhea-AI Filing Summary

Embrace Change Acquisition Corp. reported that Nasdaq has notified the company its securities will be delisted because it did not complete an initial business combination by August 9, 2025, which was 36 months from the effectiveness of its IPO registration statement under Nasdaq IM-5101-2. Trading in its Ordinary Shares, Warrants, Rights and Units is scheduled to be suspended at the opening of business on August 21, 2025, after which Nasdaq plans to file a Form 25-NSE to remove the securities from listing and registration.

The company expects its Ordinary Shares, Warrants, Rights and Units to be quoted on the Pink Open Market of the OTC Market under the symbols EMCG, EMCGW, EMCGR and EMCGU, but there is no guarantee that trading or market-making will continue. Embrace Change Acquisition Corp. states that it still intends to pursue an initial business combination and seek a future Nasdaq listing for the post-combination company, although there is no assurance this will occur.

Positive

• None.

Negative

• Nasdaq delisting and trading suspension: The company’s securities are set to be suspended from trading on Nasdaq on August 21, 2025 and removed from listing after missing the deadline to complete an initial business combination.

Insights

SPAC and listing standards analyst

Nasdaq delisting after missed SPAC deadline pushes trading to OTC.

Embrace Change Acquisition Corp. did not complete an initial business combination by August 9, 2025, which was the 36‑month deadline tied to its IPO registration statement under Nasdaq IM-5101-2. As a result, Nasdaq notified the company that its Ordinary Shares, Warrants, Rights and Units will be delisted, and trading is scheduled to be suspended at the open on August 21, 2025 before a Form 25-NSE is filed.

After suspension, the company expects its securities to trade on the Pink Open Market of the OTC Market under symbols EMCG, EMCGW, EMCGR and EMCGU. OTC trading typically offers less liquidity and transparency than a national exchange, so actual investor experience will depend on whether brokers continue to make a market in these securities. The company reiterates its intention to pursue a business combination and a future Nasdaq listing for the post-combination entity, but the text emphasizes that there is no assurance either objective will be achieved.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

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Accepted by SEC EDGAR 08/18/2025 - 04:05 PM Learn about SEC filing dates

FAQ

Why is Embrace Change Acquisition Corp. (EMCGU) being delisted from Nasdaq?

Nasdaq notified Embrace Change Acquisition Corp. that its securities will be delisted because the company failed to complete its initial business combination by August 9, 2025, which was 36 months from the effectiveness of its IPO registration statement as required by Nasdaq IM-5101-2.

When will EMCGU securities stop trading on Nasdaq?

Trading in Embrace Change Acquisition Corp.’s Ordinary Shares, Warrants, Rights and Units is scheduled to be suspended at the opening of business on August 21, 2025, after which Nasdaq plans to file a Form 25-NSE to remove them from listing and registration.

Where will Embrace Change Acquisition Corp. (EMCGU) trade after the Nasdaq delisting?

The company expects its Ordinary Shares, Warrants, Rights and Units to be quoted on the Pink Open Market operated on the OTC Market systems under the symbols EMCG, EMCGW, EMCGR and EMCGU, though there is no guarantee that trading or market-making will continue.

Does Embrace Change Acquisition Corp. still plan to complete a business combination?

Yes. Embrace Change Acquisition Corp. states that it intends to continue pursuing an initial business combination and to seek listing of the post-combination company’s Ordinary Shares and Warrants on Nasdaq, but it cautions that there is no assurance these efforts will be successful.

What happens legally after Nasdaq suspends EMCGU trading?

Following the planned suspension of trading on August 21, 2025, Nasdaq intends to file a Form 25-NSE with the SEC, which will remove Embrace Change Acquisition Corp.’s securities from listing and registration on The Nasdaq Stock Market.

Which Embrace Change Acquisition Corp. securities are affected by the Nasdaq delisting?

The Nasdaq delisting notice covers the company’s Units, Ordinary Shares, Warrants and Rights, each of which is currently listed on Nasdaq under the trading symbols EMCGU, EMCG, EMCGW and EMCGR, respectively.

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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 14, 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		00-0000000N/A
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 14, 2025, Embrace Change Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the Company’s securities will be delisted from The Nasdaq Stock Market by reason of the failure of the Company to complete its initial business combination by August 9, 2025 (36 months from the effectiveness of its IPO registration statement) as required by IM-5101-2. Accordingly, trading in the Company’s Ordinary Shares, Warrants, Rights and Units will be suspended at the opening of business on August 21, 2025 and a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on the Nasdaq Stock Market.

After suspension from Nasdaq, the Company expects its Ordinary Shares, Warrants, Rights and Units to be quoted on the Pink Open Market operated on The OTC Market systems (“OTC Market”) under the symbols “EMCG,” “EMCGW,” “EMCGR” and “EMCGU,” respectively. There is no guarantee, however, that a broker will continue to make a market in the Company’s securities or that trading thereof will continue on the OTC Market or otherwise.

Notwithstanding the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to continue to pursue an initial business combination as well as the listing of the post-combination company’s Ordinary Shares and Warrants on The Nasdaq Stock Market in connection therewith. However, there can be no assurance that an initial business combination will ultimately be successful or that the post-combination company’s securities will ultimately be listed on Nasdaq in connection therewith.

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 18, 2025
EMBRACE CHANGE ACQUISITION CORP.
By:	/s/ Jingyu Wang
Name:	Jingyu Wang
Title:	Chief Executive Officer