UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 12, 2024

Date of Report (Date of earliest event reported)

EMBRACE CHANGE ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (858) 688-4965

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On August 12, 2024, as approved by its shareholders at an extraordinary general meeting held on August 12, 2024 (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 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”) twelve (12) times for an additional one (1) month each time, from August 12, 2024 (i.e. the end of 12 months from the consummation of its initial public offering, the “Termination Date”) to August 12, 2025 (the “Extended Date”), by depositing into the trust account (the “Trust Account”) $75,000 per outstanding public share for each one-month extension (the “Extension Payment”), as approved by the Company’s shareholders in accordance with the Company’s second amended and restated memorandum and articles of association (the “Articles of Association”). At the Extraordinary General Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the Combination Period from the Termination Date to the Extended Date and to delete words “(less up to US$50,000 of interest to pay dissolution expenses)”.

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 12, 2024, 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 second 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, by depositing into the Trust Agreement the Extension Payment (the “Trust Agreement Amendment Proposal”).

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 12, 2024, the Company held the Extraordinary General Meeting. On July 16, 2024, the record date for the Extraordinary General Meeting, there were 7,423,175 ordinary shares of the Company entitled to be voted at the Extraordinary General Meeting, 74.15% 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:

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:

Item 8.01. Other Events.

In connection with the shareholders’ vote at the Extraordinary General Meeting of shareholders held by the Company on August 12, 2024, 2,903,151 ordinary shares were tendered for redemption, leaving 4,520,024 ordinary shares.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

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.