EMCGU Notifies SEC of Late 10-Q for Period Ended June 30, 2025

Rhea-AI Filing Summary

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.

Positive

• All required periodic reports for the preceding 12 months have been filed, per the notification.
• The company states it expects to file the delayed Form 10-Q within the additional time allowed.
• The filing indicates the company does not anticipate a significant change in results versus the prior-year period.

Negative

• Quarterly report (Form 10-Q) for period ended June 30, 2025) was not filed on time due to inability to finalize financial results without unreasonable expense or effort.
• The company could not obtain necessary review of the financials prior to the report due date, indicating a breakdown in the review/close process.

Insights

Financial Analyst

TL;DR: Routine late filing due to unresolved financial finalization; no current sign of material operational changes.

The Form 12b-25 indicates Embrace Change Acquisition Corp. could not complete its quarterly financial statements for the period ended June 30, 2025, without unreasonable effort or expense, delaying the Form 10-Q submission. Management states the delay resulted from inability to obtain necessary review in time and needs additional time to compile and verify data. The filing also notes that all other periodic reports over the past 12 months have been filed and that no significant change in results is anticipated versus the comparable prior-year period. From an analyst perspective, this is a disclosure of a procedural delay rather than a quantified financial impairment; investors should note the timing risk while awaiting the eventual 10-Q content.

Corporate Governance Expert

TL;DR: Disclosure shows governance transparency on timing, but raises questions about internal reporting processes.

The registrant provided a formal 12b-25 notification explaining the inability to finalize financial results and to obtain necessary review before the report due date. The company explicitly expects to file within the additional time allowed and affirms that other SEC reports in the prior 12 months are current. The clear, affirmative statement that no significant change in operating results is expected reduces immediate investor concern, yet the admission of an internal timing shortfall highlights a need for improved close-review procedures. This is a material administrative event but not, per the notice, an event that changes reported performance.

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: June 30, 2025
			☐ 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. The Company expects to file the Form 10-Q within the additional time allowed.

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
(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: August 14, 2025	By:	/s/ Zheng Yuan
	Name:	Zheng Yuan
	Title:	Chief Financial Officer (Principal Accounting and Financial Officer)

FAQ

Why did Embrace Change Acquisition Corp. (EMCGU) file a Form 12b-25?

The company reported it could not finalize its financial results without unreasonable expense or effort and therefore could not obtain the necessary review to file the Form 10-Q on time.

For which period is the late Form 10-Q related to?

The notification covers the quarterly period ended June 30, 2025.

Has Embrace Change filed other periodic reports recently?

Yes. The form indicates that all other periodic reports required in the preceding 12 months have been filed.

Does the company expect materially different results in the delayed report?

No. The company checked that it does not anticipate a significant change in results from the corresponding prior-year period.

Who is the contact for this notification?

Contact: Zheng Yuan, Chief Financial Officer, phone (858) 688-4965.