PRE 14A 1 formpre14a.htm PRE 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

EMBRACE CHANGE ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(l) and 0-11

LETTER TO SHAREHOLDERS OF EMBRACE CHANGE ACQUISITION CORP.
5186 Carroll Canyon Rd
San Diego, CA 92121

Dear Embrace Change Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting of Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Embrace Change,” “EMCG,” “we,” “us” or “our”), which will be held on [ ], at [ ].m., Eastern Time (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held in person at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and via virtual meeting format setting. You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting [ ] and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.

Meeting Details:

Extraordinary General Meeting-meeting webpage (information, webcast, telephone access and replay):

[ ]

Telephone access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: [ ]#

The attached Notice of the Extraordinary General Meeting and proxy statement describe the business Embrace Change will conduct at the Extraordinary General Meeting and provide information about Embrace Change that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

●	Proposal No. 1 — Extension Amendment Proposal — To approve, as a special resolution, an amendment to and restatement of Embrace Change’s Third Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time, together, the “Articles of Association”) as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to give the Company the right to extend the date by which Embrace Change must consummate a business combination (the “Combination Period”) twelve (12) months from August 12, 2025 (i.e. the end of 36 months from the consummation of its initial public offering (the “IPO”), the “Termination Date”), to August 12, 2026 (the “Extended Date”), by deleting the Articles of Association in its entirety and adopting the third amended and restated memorandum and articles of association of Embrace Change in the form set forth in Annex C to the accompanying proxy statement. This proposal is referred to as the “Extension Amendment Proposal;”

●	Proposal No. 2 — Trust Agreement Amendment Proposal — To approve, as an ordinary resolution, as provided in Annex B to the accompanying proxy statement, an amendment to Embrace Change’s investment management trust agreement, dated as of August 9, 2022 and as amended (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Combination Period from the Termination Date to the Extended Date. This proposal is referred to as the “Trust Agreement Amendment Proposal;” and

●	Proposal No. 3 — Adjournment Proposal — To authorize, as an ordinary resolution, the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment”), from time to time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate. This proposal is referred to as “Adjournment Proposal.”

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Embrace Change additional time to complete an initial business combination (the “Business Combination”).

You are not being asked to vote on a Business Combination at this time.

The Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period twelve (12) times for an additional one (1) month each time from August 12, 2024 (i.e., 24 months from the consummation of the IPO) up to August 12, 2025 (i.e., 36 months from the consummation of the IPO). The only way to extend the Combination Period without the need for a separate shareholder vote under the Articles of Association and Trust Agreement is for our sponsor or its affiliates or designees, upon ten days’ advance notice prior to the applicable deadline, to deposit into the Trust Account $75,000, for each one-month extension, on or prior to the date of the applicable deadline. On September 10, 2024, May 8, 2025 and June 3, 2025, Embrace Change deposited $75,000 each time, for an aggregate of $225,000, into the Trust Account, which extended the Termination Date to November 12, 2024. Embrace Change should further extend the Termination Date eight additional times, through July 12, 2025, but failed to make the applicable deposit. As of the date the hereof, Embrace Change is behind on payments to its Trust Account for an aggregate amount of $675,000.

If each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is approved, the Company shall have the right to extend, by resolution of the Board, the Combination Period from August 12, 2025 to August 12, 2026, without making any deposition into the Trust Account.

Embrace Change’s board of directors (the “Board”) has determined that it is in the best interests of Embrace Change to seek an extension of the Termination Date and have Embrace Change shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate a Business Combination. Embrace Change intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the “Business Combination Extraordinary General Meeting”). The Board believes that it is in the best interests of Embrace Change shareholders that an extension of the Termination Date (the “Extension”) be obtained so that, Embrace Change will have an additional amount of time to consummate a Business Combination. Without the Extension, Embrace Change may not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.

If the Company’s Board otherwise determines that the Company will not be able to consummate a Business Combination by the Extended Date, the Company would wind up its affairs and redeem 100% of the outstanding Public Shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved.

As contemplated by the Articles of Association, the holders of Embrace Change Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two business days prior to the consummation of a Business Combination (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.

On [ ], the redemption price per Public Share was approximately $[ ] (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[ ] million as of [ ] (including interest not previously released to Embrace Change to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq on [ ] was $[ ]. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[ ] more per share than if the Public Shares were sold in the open market. Embrace Change cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Embrace Change believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Embrace Change does not complete a Business Combination on or before the Termination Date.

If Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than five business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares (such redemption, the “Mandatory Redemption”), which Mandatory Redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such Mandatory Redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of clauses (2) and (3), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor will pay the dissolution expenses. Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of votes cast by such holders of the issued and outstanding ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.

In addition, the Trust Agreement Amendment Proposal pursuant to the Trust Agreement requires the affirmative vote of at least fifty percent (50%) of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under Embrace Change’s Articles of Association, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.

The Board has fixed the close of business on [ ] (the “Record Date”) as the date for determining Embrace Change shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of Public Shares may elect to redeem all or a portion of their shares in connection with the Extraordinary General Meeting.

Embrace Change believes that given Embrace Change’s expenditure of time, effort and money on searching for a Business Combination, it is in the best interests of Embrace Change shareholders that Embrace Change obtain the Extension. Embrace Change believes a Business Combination will provide significant benefits to its shareholders.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of Embrace Change and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

Embrace Change’s directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and Private Units (both as defined below). See the section entitled “Extraordinary General Meeting of Embrace Change Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Embrace Change urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Embrace Change Acquisition Corp.

Sincerely,

/s/ Jingyu Wang
Jingyu Wang

Chairman
[ ]

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of votes cast by such holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least fifty percent (50%) of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares, present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal, Trust Agreement Amendment Proposal, or Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF EMBRACE CHANGE ACQUISITION CORP.
TO BE HELD ON [ ]

To the Shareholders of Embrace Change Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Extraordinary General Meeting”) of the shareholders of Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Embrace Change,” “we,” “us” or “our”), will be held on [ ], at [ ].m., Eastern Time. The Extraordinary General Meeting will be held in person at the offices of the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and in a virtual meeting format.

Meeting Details:

Extraordinary General Meeting-meeting webpage (information, webcast, telephone access and replay):

[ ]

Telephone access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: [ ]#

You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting [ ] and entering the voter control number included on your proxy card. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless Embrace Change determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated [ ] and is first being mailed to shareholders on or about that date:

●	Proposal No. 1 — Extension Amendment Proposal — To approve, as a special resolution, an amendment to and restatement of Embrace Change’s Third Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time, together, the “Articles of Association”) as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to give the Company the right to extend the date by which Embrace Change must consummate a business combination (the “Combination Period”) twelve (12) months, from August 12, 2025 (i.e. the end of 36 months from the consummation of its initial public offering (the “IPO”), the “Termination Date”), to August 12, 2026 (the “Extended Date”), by deleting the Articles of Association in its entirety and adopting the third amended and restated memorandum and articles of association of Embrace Change in the form set forth in Annex C to the accompanying proxy statement. This proposal is referred to as the “Extension Amendment Proposal;”

●	Proposal No. 2 — Trust Agreement Amendment Proposal — To approve, as an ordinary resolution, as provided in Annex B to the accompanying proxy statement, an amendment to Embrace Change’s investment management trust agreement, dated as of August 9, 2022, as amended (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Combination Period from the Termination Date to the Extended Date. This proposal is referred to as the “Trust Agreement Amendment Proposal;” and

●	Proposal No. 3 — Adjournment Proposal — To authorize, as an ordinary resolution, the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment”), from time to time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate. This proposal is referred to as “Adjournment Proposal.”

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow Embrace Change additional time to complete an initial business combination (the “Business Combination”).

You are not being asked to vote on a Business Combination at this time.

If each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company shall have the right to extend, by resolution of the Board, the Combination Period from August 12, 2025 to August 12, 2026, without making any deposition into the Trust Account.

On [ ], the redemption price per Public Share was approximately $[ ] (which is expected to be the same approximate amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[ ] million as of [ ] (including interest not previously released to Embrace Change to pay its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq on [ ] was $[ ]. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[ ] more per share than if the Public Shares were sold in the open market. Embrace Change cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Embrace Change believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Embrace Change does not complete a Business Combination on or before the Termination Date.

Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than five business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares (such redemption, the “Mandatory Redemption”), which Mandatory Redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such Mandatory Redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of clauses (2) and (3), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

To exercise your redemption rights, you must tender your Public Shares to Embrace Change’s transfer agent at least two (2) business days prior to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of votes cast by such holders of the issued and outstanding ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Record holders of Ordinary Shares at the close of business on [ ] (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 4,520,024 issued and outstanding Ordinary Shares. The holders of Embrace Change’s warrants and rights do not have voting rights.

This proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Embrace Change urges you to read this material carefully and vote your shares.

This proxy statement is dated [ ] and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Embrace Change Acquisition Corp.

Sincerely,

/s/ Jingyu Wang
Jingyu Wang

Chairman
[ ]

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING		2
EXTRAORDINARY GENERAL MEETING OF Embrace Change SHAREHOLDERS		13
Date, Time and Place of Extraordinary General Meeting		13
Proposals at the Extraordinary General Meeting		13
Voting Power; Record Date		13
Recommendation of the Board		13
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS		14
Quorum and Required Vote for Proposals for the Extraordinary General Meeting		14
Voting Your Shares — Shareholders of Record		14
Voting Your Shares — Beneficial Owners		15
Attending the Extraordinary General Meeting		15
Revoking Your Proxy		16
No Additional Matters		16
Who Can Answer Your Questions about Voting		16
Redemption Rights		16
Appraisal Rights		18
Proxy Solicitation Costs		18
Interests of the Initial Shareholders		18
Certain Risks		19
PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL		23
Overview		23
Articles of Association		23
Reasons for the Extension Amendment Proposal		23
If the Extension Amendment Proposal is Not Approved		24
If the Extension Amendment Proposal is Approved		24
Redemption Rights		24
Vote Required for Approval		26
Resolution		26
Recommendation of the Board		26
THE BOARD UNANIMOUSLY RECOMMENDS THAT EMBRACE CHANGE SHAREHOLDERS VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL.		26
PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT		27
Overview		27
Reasons for the Trust Agreement Amendment		27
If the Trust Agreement Amendment Is Not Approved		28
If the Trust Agreement Amendment Is Approved		28
Required Vote		28
Resolution		28
Recommendation		28
THE BOARD UNANIMOUSLY RECOMMENDS THAT EMBRACE CHANGE SHAREHOLDERS VOTE “FOR” THE TRUST AGREEMENT AMENDMENT PROPOSAL.		28
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		29
Overview		29
Consequences if the Adjournment Proposal is Not Approved		29
Vote Required for Approval		29
Resolution		29
Recommendation of the Board		29
BUSINESS OF EMBRACE CHANGE AND CERTAIN INFORMATION ABOUT EMBRACE CHANGE		30
General		30
BENEFICIAL OWNERSHIP OF SECURITIES		31
HOUSEHOLDING INFORMATION		32
WHERE YOU CAN FIND MORE INFORMATION		33
ANNEX A		A-1
ANNEX B		B-1
ANNEX C		C-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Embrace Change’s current views with respect to, among other things, Embrace Change’s capital resources and results of operations. Likewise, Embrace Change’s financial statements and all of Embrace Change’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Embrace Change’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Embrace Change does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

●	Embrace Change’s ability to complete a Business Combination, including approval by the shareholders of Embrace Change;

●	the anticipated benefits of a Business Combination;

●	the volatility of the market price and liquidity of the Ordinary Shares and other securities of Embrace Change;

●	the use of funds not held in the Trust Account or available to Embrace Change from interest income on the Trust Account balance.

While forward-looking statements reflect Embrace Change’s good faith beliefs, they are not guarantees of future performance. Embrace Change disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Embrace Change’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Embrace Change’s final prospectus filed with the SEC on August 11, 2022 in connection with Embrace Change’s initial public offering, as amended by other reports Embrace Change filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Embrace Change (or to third parties making the forward-looking statements).

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

Q.	Why am I receiving this proxy statement?

Embrace Change is a blank check company formed under the laws of the Cayman Islands on March 3, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Like most blank check companies, the Articles of Association provides for the return of the proceeds from Embrace Change’s IPO held in trust to the holders of the Public Shares sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date.

Embrace Change believes that it is in the best interests of Embrace Change shareholders to continue Embrace Change’s existence until the Extended Date, if necessary, in order to allow Embrace Change additional time to complete a Business Combination and is therefore holding this Extraordinary General Meeting. Embrace Change intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date.

Q.	When and where is the Extraordinary General Meeting?

The Extraordinary General Meeting will be held on [ ], at [ ].m., Eastern Time at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and via live webcast at [ ] and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.

Q.	What do I need in order to be able to participate in the Extraordinary General Meeting online?

You can attend the Extraordinary General Meeting via the Internet by visiting [ ] and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. If you do not have a voter control number, you will be able to listen to the Extraordinary General Meeting only and you will not be able to vote or submit questions during the Extraordinary General Meeting.

Q.	What are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?

A.	Embrace Change shareholders are being asked to consider and vote on the following proposals:

	●	Proposal No. 1 — Extension Amendment Proposal — To approve, as a special resolution, an amendment to and restatement of the Articles of Association as provided by the first resolution in the form set forth in Annex A to this proxy statement, to give the Company the right to extend the Combination Period twelve (12) months, from the Termination Date to the Extended Date, by deleting the Articles of Association in its entirety and adopting the third amended and restated memorandum and articles of association of Embrace Change in the form set forth in Annex C to this proxy statement;

	●	Proposal No. 2 — Trust Agreement Amendment Proposal — To approve, as an ordinary resolution, as provided in Annex B to this proxy statement, an amendment to Embrace Change’s Trust Agreement, to extend the Combination Period from the Termination Date to the Extended Date; and

	●	Proposal No. 3 — Adjournment Proposal — To authorize, as an ordinary resolution, the Chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the “Adjournment”), from time to time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate.

Q.	Are the proposals conditioned on one another?

A.	Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.

If the Extension is implemented and one or more Embrace Change shareholders elect to redeem their Public Shares pursuant to the Redemption, Embrace Change will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for Embrace Change’s use in connection with consummating a Business Combination on or before the Extended Date.

The initial shareholders waived their rights to participate in any liquidating distribution. There will be no distribution from the Trust Account with respect to Embrace Change’s warrants and rights, which will expire worthless in the event Embrace Change dissolves and liquidates the Trust Account.

Q.	Why is Embrace Change proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?

The Articles of Association currently provide for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Embrace Change additional time to complete a Business Combination pursuant to a Business Combination Agreement.

The Board believes that it is in the best interests of Embrace Change shareholders that the Extension be obtained so that Embrace Change will have an additional amount of time to consummate a Business Combination. Without the Extension, Embrace Change will not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.

Our Board believes that it is improbable that Embrace Change will be able to complete a Business Combination before August 12, 2025. Accordingly, our Board believes that in order for us to potentially consummate a Business Combination, we will need to obtain the Extension.

Embrace Change believes that given Embrace Change’s expenditure of time, effort and money on a Business Combination, circumstances warrant ensuring that Embrace Change is in the best position possible to consummate a Business Combination and that it is in the best interests of Embrace Change shareholders that Embrace Change obtain the Extension. Embrace Change believes a Business Combination will provide significant benefits to its shareholders.

You are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by Embrace Change shareholders on a Business Combination will occur at an extraordinary general meeting of Embrace Change shareholders, to be held on at a later date, and the solicitation of proxies from Embrace Change shareholders in connection with such separate Business Combination Extraordinary General Meeting, and the related right of Embrace Change shareholders to redeem in connection with a Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Extraordinary General Meeting.

If the Extension Amendment Proposal or the Trust Agreement Amendment Proposal are not approved by Embrace Change shareholders, Embrace Change may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If the Adjournment Proposal is not approved by Embrace Change shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

Q.	What vote is required to approve the proposals presented at the Extraordinary General Meeting?

The approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of votes cast by such holders of the issued and outstanding Ordinary Shares as, being entitled to do so, voting in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. A Embrace Change shareholder’s failure to vote by proxy or to vote herself/himself/itself at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. The presence, oneself or by proxy, at the Extraordinary General Meeting of the holders of issued and outstanding Ordinary Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the proposals.

Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Articles of Association and, pursuant to the Trust Agreement, requires the affirmative vote of at least fifty percent (50%) of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon and the Adjournment Proposal require an ordinary resolution under the Articles of Association, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, an Embrace Change’s shareholder’s failure to vote by proxy or to vote oneself at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, oneself or by proxy, at the Extraordinary General Meeting of the holders of issued and outstanding Ordinary Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for the vote on the Adjournment Proposal.

Q.	Why should I vote “FOR” the Extension Amendment Proposal?

Embrace Change believes its shareholders will benefit from Embrace Change consummating a Business Combination and is proposing the Extension Amendment Proposal to extend Combination Period until the Extended Date. The Extension would give Embrace Change additional time to complete a Business Combination.

The Board believes that it is in the best interests of Embrace Change shareholders and Embrace Change that the Extension be obtained so that Embrace Change will have an additional amount of time to consummate a Business Combination. Without the Extension, Embrace Change may not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.

Q.	Why should I vote “FOR” the Trust Agreement Amendment Proposal?

Embrace Change believes shareholders will benefit from Embrace Change consummating a Business Combination and is proposing the Trust Agreement Amendment Proposal to extend the Combination Period until the Extended Date. The Extension would give Embrace Change additional time to complete a Business Combination.

Without the Extension, Embrace Change will not be able to complete a Business Combination on or before the Termination Date and would be forced to liquidate.

Embrace Change believes that given Embrace Change’s expenditure of time, effort and money on a Business Combination, it is in the best interests of Embrace Change shareholders that Embrace Change obtain the Extension. Embrace Change believes a Business Combination will provide significant benefits to its shareholders.

Q.	Why should I vote “FOR” the Adjournment Proposal?

If the Adjournment Proposal is not approved by Embrace Change shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

SEC Form PRE 14A filed by Embrace Change Acquisition Corp