Current Report Filing (8-k)
September 27 2022 - 3:32PM
Edgar (US Regulatory)
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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
September 27, 2022
Date of Report (Date of earliest event reported)
EMBRACE CHANGE ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
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| Cayman Islands |
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001-41397 |
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N/A |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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5186 Carroll Canyon Rd San Diego, CA 92121 |
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92121 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbols |
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Name of each exchange on which registered |
| Units, each consisting of one Ordinary Share of par value $0.0001, one Warrant and one Right |
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EMCGU |
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The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share, included as part of the Units |
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EMCG |
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The Nasdaq Stock Market LLC |
| Warrants included as part of the Units |
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EMCGW |
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The Nasdaq Stock Market LLC |
| Rights included as part of the Units |
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EMCGR |
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The Nasdaq Stock Market LLC |
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 8.01. Other Events.
On September 27, 2022, Embrace Change Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), rights (the “Rights”), and warrants (the “Warrants”) included in the Units commencing on September 30, 2022. Each Unit consists of one Ordinary Share, one Right and one Warrant. Each Right entitles the holder thereof to receive one-eighth (1/8) of one Ordinary Share upon the consummation of an initial business combination. Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share (subject to adjustment). Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “EMCGU”, and the Ordinary Shares, Rights and Warrants will separately trade on Nasdaq under the symbols “EMCG,” “EMCGR,” and “EMCGW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares, Rights and Warrants.
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.
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| Dated: September 27, 2022 |
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| EMBRACE CHANGE ACQUISITION CORP. |
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| By: |
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/s/ Yoann Delwarde |
| Name: |
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Yoann Delwarde |
| Title: |
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Chief Executive Officer |
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