Mizuho Files Schedule 13G: 8.9% Stake in Embrace Change (EMCGU)

Rhea-AI Filing Summary

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.

Positive

• Beneficial ownership disclosed: 400,522 shares representing 8.9% of the class
• Sole voting and dispositive power reported over the disclosed shares
• Ownership chain clarified: direct holding by Mizuho Securities USA LLC with parent entities identified

Negative

• None.

Insights

Financial Analyst

TL;DR: Mizuho discloses a 400,522-share (8.9%) stake in Embrace Change and reports sole voting and dispositive power while asserting passive intent.

The Schedule 13G filing signals a material stake above the 5% disclosure threshold, which is large enough to be meaningful to shareholders and potentially to governance outcomes. However, the filing expressly certifies the position was acquired and is held in the ordinary course of business and not to change or influence control, which classifies this disclosure as passive rather than an active takeover attempt. The parent holding company designation and the note that Mizuho Securities USA LLC directly holds the securities clarify the ownership chain and regulatory posture.

Corporate Governance Expert

TL;DR: Stake exceeds the 5% reporting threshold but the filer uses Schedule 13G to assert non-control intent and identifies the parent/subsidiary ownership structure.

From a governance perspective, the filing’s combination of sole voting/dispositive power with an explicit certification of passive intent is important: it notifies the market of a concentrated position while asserting no intent to influence control. The filing also identifies the filer as a parent holding company and references the subsidiary that directly holds the shares, which is relevant for evaluating who actually exercises rights attached to the shares and who will be subject to future disclosure obligations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Embrace Change Acquisition Corp.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G3034H133

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G3034H133

1

Names of Reporting Persons

Mizuho Financial Group, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 400,522.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 400,522.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

400,522.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.9 %

12

Type of Reporting Person (See Instructions)

FI

Comment for Type of Reporting Person: Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Embrace Change Acquisition Corp.
(b)	Address of issuer's principal executive offices: 5186 CARROLL CANYON RD SAN DIEGO, CA, 92121
Item 2.
(a)	Name of person filing: Mizuho Financial Group, Inc.
(b)	Address or principal business office or, if none, residence: 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan
(c)	Citizenship: Japan
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: G3034H133
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
	Parent Holding Company
Item 4.	Ownership
(a)	Amount beneficially owned: 400,522
(b)	Percent of class: 8.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 400,522
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 400,522
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit A
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Parent Holding Company is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mizuho Financial Group, Inc.

Signature:	/s/ Takahiro Katsura
Name/Title:	Takahiro Katsura, Managing Director, Global Corporate Function Coordination Department
Date:	08/13/2025

FAQ

How many Embrace Change (EMCGU) shares does Mizuho own?

Mizuho beneficially owns 400,522 shares of Embrace Change, representing 8.9% of the class.

Does Mizuho have voting control over its EMCGU position?

Yes. The filing reports sole voting power and sole dispositive power for all 400,522 shares.

Is this filing indicative of an attempt to take control of Embrace Change?

No. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Under what structure are the EMCGU shares held?

The statement notes the shares are directly held by Mizuho Securities USA LLC, and Mizuho Financial Group, Mizuho Bank and Mizuho Americas LLC may be deemed indirect beneficial owners.

How is Mizuho classified on this Schedule 13G filing?

Mizuho is identified as a parent holding company for purposes of this filing.