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                              June 2, 2022

       Zheng Yuan
       Chief Financial Officer
       Embrace Change Acquisition Corp.
       5186 Carroll Canyon Rd
       San Diego, CA 92121

                                                        Re: Embrace Change
Acquisition Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed May 24, 2022
                                                            File No. 333-265184

       Dear Ms. Yuan:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In our comments, we may ask you to provide us
with information
       so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed May 24, 2022

       Cover Page

   1.                                                   Please provide
prominent disclosure about the legal and operational risks associated with
                                                        a majority of your
directors and officers based in or having significant ties to China. Your
                                                        disclosure should make
clear whether these risks could result in a material change in your
                                                        search for a target
company and/or the value of the securities you are registering for sale.
                                                        Please disclose whether
your auditor is subject to the determinations announced by the
                                                        PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies
                                                        Accountable Act and
related regulations will affect your company. Your prospectus
                                                        summary should address,
but not necessarily be limited to, the risks highlighted on the
                                                        prospectus cover page.
 Zheng Yuan
FirstName  LastNameZheng
Embrace Change  AcquisitionYuan
                            Corp.
Comapany
June 2, 2022NameEmbrace Change Acquisition Corp.
June 2,
Page 2 2022 Page 2
FirstName LastName
2.       Please expand your prospectus cover page to discuss the Holding
Foreign Companies
         Accountable Act and disclose that the United States Senate has passed
the Accelerating
         Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the
         number of    non-inspection years    from three years to two years,
and thus, would reduce
         the time before your securities may be prohibited from trading or
delisted.
Summary, page 1

3.       In your summary of risk factors, disclose the risks that the majority
of your directors and
         officers being based in or having significant ties to China pose to
investors. In particular,
         describe the significant regulatory, liquidity, and enforcement risks
with cross-references
         to the more detailed discussion of these risks in the prospectus. For
example, specifically
         discuss risks arising from the legal system in China, including risks
and uncertainties
         regarding the enforcement of laws and that rules and regulations in
China can change
         quickly with little advance notice; and the risk that the Chinese
government may intervene
         or influence your search for a target company or completion of your
initial business
         combination at any time, which could result in a material change in
your operations and/or
         the value of the securities you are registering for sale.
4.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
         completely your auditor, and that as a result an exchange may
determine to delist your
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
5.       Disclose each permission or approval that your officers and directors
are required to
         obtain from Chinese authorities to search for a target company. State
whether your
         directors and officers are covered by permissions requirements from
the China Securities
         Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
         other governmental agency, and state affirmatively whether you have
received all
         requisite permissions or approvals and whether any permissions or
approvals have been
         denied. Please also describe the consequences to you and your
investors if your officers
         and directors (i) do not receive or maintain such permissions or
approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
Risk Factors, page 23

6.       Please expand your risk factors to disclose that the United States
Senate has passed the
         Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of    non-inspection years    from three years to
two years, and thus,
         would reduce the time before your securities may be prohibited from
trading or delisted.
         Update your disclosure to reflect that the Commission adopted rules to
implement the
         HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
 Zheng Yuan
Embrace Change Acquisition Corp.
June 2, 2022
Page 3
      Commission of its determination that it is unable to inspect or
investigate completely
      accounting firms headquartered in mainland China or Hong Kong.
7.    Given the Chinese government   s significant oversight and discretion
over the conduct of
      your directors    and officers    search for a target company, please
revise to highlight
      separately the risk that the Chinese government may intervene or
influence your
      operations at any time, which could result in a material change in your
operations and/or
      the value of the securities you are registering.
8.    In light of recent events indicating greater oversight by the Cyberspace
Administration of
      China (CAC) over data security, please revise your disclosure to explain
how this
      oversight impacts your officers and directors or their search for a
target company, and to
      what extent you believe that your officers and directors are compliant
with the regulations
      or policies that have been issued by the CAC to date.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Shih-Kuei Chen at 202-551-7664 or Maryse Mills-Apenteng at
202-551-
3457 with any questions.



                                                           Sincerely,
FirstName LastNameZheng Yuan
                                                           Division of
Corporation Finance
Comapany NameEmbrace Change Acquisition Corp.
                                                           Office of Real
Estate & Construction
June 2, 2022 Page 3
cc:       Giovanni Caruso, Esq.
FirstName LastName