United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 1.01 Entry into a Material Definitive Agreement
On August 11, 2025, as approved by its shareholders at an extraordinary general meeting held on August 11, 2025 (the “Extraordinary General Meeting”), Embrace Change Acquisition Corp. (the “Company” or “Embrace Change”), and its trustee, Continental Stock Transfer & Trust Company (the “Trustee”), signed an amendment No. 3 to the investment management trust agreement dated as of August 9, 2022, as amended (the “Trust Agreement”), to give the Company the right to extend the date by which Embrace Change must consummate a business combination (the “Combination Period”) by 12 months from August 12, 2025 (i.e. the end of 36 months from the consummation of its initial public offering, the “Termination Date”) to August 12, 2026 (the “Extended Date”), as approved by the Company’s shareholders in accordance with the Company’s third amended and restated memorandum and articles of association (the “Articles of Association”).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its shareholders at the Extraordinary General Meeting held on August 11, 2025, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the Combination Period from the Termination Date to the Extended Date (the “Extension Amendment Proposal”) by deleting the Articles of Association in its entirety and substitute it with the fourth amended and restated memorandum and articles of association of Embrace Change; and (b) as an ordinary resolution, an amendment to the Trust Agreement, to extend the Combination Period from the Termination Date to the Extended Date (the “Trust Agreement Amendment Proposal”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 11, 2025, the Company held the Extraordinary General Meeting. On July 22, 2025, the record date for the Extraordinary General Meeting, there were 4,520,024 ordinary shares of the Company entitled to be voted at the Extraordinary General Meeting, 69.35% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:
1. Extension Amendment Proposal
Shareholders approved the Extension Amendment Proposal. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,802,532 | 332,057 | 0 | 0 |
2. Trust Agreement Amendment Proposal
Shareholders approved the Trust Agreement Amendment Proposal. Approval of the Trust Agreement Amendment Proposal required an ordinary resolution under Cayman Islands law, a simple majority of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Trust Agreement Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,802,532 | 332,057 | 0 | 0 |
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Extraordinary General Meeting of shareholders held by the Company on August 11, 2025, 2,097,743 ordinary shares were tendered for redemption, leaving 2,422,281 ordinary shares.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Fourth Amended and Restated Memorandum and Articles of Association of Embrace Change Acquisition Corp. | |
| 10.1 | Amendment No. 3 to the Investment Management Trust Agreement, dated as of August 11, 2025, between Embrace Change Acquisition Corp. and Continental Stock Transfer & Trust Company dated August 9, 2022, as amended | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 11, 2025 | ||
| EMBRACE CHANGE ACQUISITION CORP. | ||
| By: | /s/ Jingyu Wang | |
| Name: | Jingyu Wang | |
| Title: | Chief Executive Officer | |