EMCGF files Form 12b-25 with lower trust cash and higher costs

Rhea-AI Filing Summary

Embrace Change Acquisition Corp. filed a Form 12b-25 to notify investors that its Quarterly Report on Form 10-Q for the period ended September 30, 2025 will be filed late and is not expected to be completed within the additional grace period normally allowed. The company explains that it could not finalize its financial results or complete the necessary internal and external reviews without unreasonable effort or expense and needs more time to compile and verify required data.

The company also anticipates a significant change in results of operations compared with the nine months ended September 30, 2024, citing a lower amount of cash and investments in its trust account, which is expected to reduce interest income, and higher expenses over the same comparative period. Management notes that specific amounts are still under review by its accounting staff and independent registered public accounting firm, so detailed estimates are not yet available.

Insights

Equity & SPAC Analyst

Late 10-Q and weaker trust income with higher costs signal added risk.

Embrace Change Acquisition Corp. has disclosed that its Form 10-Q for the period ended September 30, 2025 will be delayed and not filed within the usual Form 12b-25 extension window. For a SPAC-style vehicle, timely reporting is important because investors track cash in the trust, deal progress, and remaining runway primarily through these filings.

The company also indicates a significant change in results versus the nine months ended September 30, 2024. It reports a lower balance of cash and investments in its trust account, which it expects will reduce interest income, while expenses have increased over the same period. Both factors point toward weaker earnings contribution from the trust structure. The actual impact will become clear once the Form 10-Q is filed and the reviewed figures from management and the independent registered public accounting firm are available.

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: September 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 portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or 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 does not expect 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.
	The Company had less amount of cash and investments held in its trust account for the nine months ended September 30, 2025 than the nine months ended September 30, 2024. As a result, the Company expects less interest income from the trust account. In addition, the Company’s expenses increased from the nine months ended September 30, 2024 to the nine months ended September 30, 2025.
	The amounts above are still pending before being reviewed by the Company’s accounting staff and independent registered public accounting firm, so 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: November 17, 2025	By:	/s/ Zheng Yuan
	Name:	Zheng Yuan
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

FAQ

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

Embrace Change Acquisition Corp. filed Form 12b-25 to notify that its Form 10-Q for the period ended September 30, 2025 could not be filed on time because it was unable to finalize financial results and complete the necessary reviews without unreasonable effort or expense.

Will Embrace Change Acquisition Corp. file its Form 10-Q within the normal extension period?

No. The company explicitly states that it does not expect to file its Quarterly Report on Form 10-Q within the additional time allowed under the Form 12b-25 grace period.

What changes in results does Embrace Change Acquisition Corp. expect for the nine months ended September 30, 2025?

The company expects a significant change in results, noting it had less cash and investments in its trust account for the nine months ended September 30, 2025 than for the same period in 2024, leading to lower interest income, and it also reports increased expenses over that comparative period.

Has Embrace Change Acquisition Corp. indicated why it cannot provide detailed estimates yet?

Yes. The company states that the amounts are still pending review by its accounting staff and its independent registered public accounting firm, so a reasonable quantitative estimate of results cannot yet be made.

Does Embrace Change Acquisition Corp. expect lower trust interest income in its upcoming 10-Q?

Yes. It explains that it had a lower amount of cash and investments in its trust account for the nine months ended September 30, 2025 compared with 2024, and therefore expects less interest income from the trust account.

What operational cost trend does Embrace Change Acquisition Corp. report for 2025 versus 2024?

The company reports that its expenses increased from the nine months ended September 30, 2024 to the nine months ended September 30, 2025, contributing to the anticipated significant change in results of operations.