United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
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Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2024, Embrace Change Acquisition Corp. (the “Company”) and EF Hutton LLC, formerly known as EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), the underwriter of the Company’s initial public offering, entered into a Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement dated August 9, 2022 (the “Satisfaction and Discharge Agreement”), pursuant to which, EF Hutton agrees to revise the deferred underwriting fee of three point five percent (3.50%) of the gross proceeds of the initial public offering, or $2,587,499, to (1) $750,000 in cash on the date of the closing of the initial business combination (the “Closing”) and (2) 200,000 of registered and unrestricted shares of the Company, shall be issued and delivered to EF Hutton at the Closing.
The foregoing description of the Satisfaction and Discharge Agreement 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 13, 2024, 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 March 12, 2024 to April 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 10.2 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 | Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement dated August 9, 2022, dated March 4, 2024, between the Company and EF Hutton. | |
| 10.2 | Promissory Note issued by the Company to Zheng Yuan on March 13, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 14, 2024 | ||
| EMBRACE CHANGE ACQUISITION CORP. | ||
| By: | /s/ Jingyu Wang | |
| Name: | Jingyu Wang | |
| Title: | Chief Executive Officer | |
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