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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 |
|
