United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On January 17, 2024, Embrace Change Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Extension Fee Note”), in an amount of $100,000 to Zheng Yuan, the Company’s Chief Financial Officer, for the $100,000 Ms. Yuan deposited into the Company’s trust account to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from January 12, 2024 to February 12, 2024. The Extension Fee Note bears no interest and is repayable in full upon the consummation of the Company’s initial business combination. It is convertible at the Ms. Yuan’s election upon the consummation of the Company’s initial business combination. Upon such election, the Extension Fee Note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering.
The foregoing description of the Extension Fee Note is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. An aggregate of 10,000 private placement units of the Company would be issued if the entire principal balance of the Extension Fee Note is converted. The rights constituting a part of the units are exchangeable, subject to the terms and conditions of the rights, for ordinary shares as provided in the right agreement governing the rights. The warrants constituting a part of the units are exercisable, subject to the terms and conditions of the warrants, for ordinary shares as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance and sale of the Extension Fee Note, as it was issued to sophisticated investors without a view to distribution, and was not issued through any general solicitation or advertisement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 10.1 | Promissory Note issued by the Company to Zheng Yuan on January 17, 2024. | |
| 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: January 19, 2024
| EMBRACE CHANGE ACQUISITION CORP. | ||
| By: | /s/ Jingyu Wang | |
| Name: | Jingyu Wang | |
| Title: | Chief Executive Officer | |