Embrace Change Acquisition (EMCG) DEF 14ADefinitive proxy

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:

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):

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,” “we,” “us” or “our”), which will be held on August 12, 2024, at 10 a.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 https://www.cstproxy.com/embracechange/2024 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):

https://www.cstproxy.com/embracechange/2024

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: 7037498#

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:

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, 2023 (i.e., 12 months from the consummation of the IPO) up to August 12, 2024 (i.e., 24 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 $100,000 (the lessor of $100,000 or $0.045 per issued and outstanding public share issued in its IPO (the “Public Share”)), for each one-month extension, on or prior to the date of the applicable deadline.

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, 2024 to August 12, 2025, upon five days’ advance notice prior to the applicable deadline, up to twelve (12) times for an additional one (1) month each time, by depositing into the Trust Account the Extension Payment for each one-month extension.

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.

After consultation with the Wuren Fubao Inc. (the “Sponsor”), the Company’s management has reasons to believe that, if the Extension Amendment Proposal and Trust Amendment Proposal are approved, the Sponsor or its affiliates will contribute the lessor of $50,000 or $0.025 per outstanding public share to the Company as a loan (the “Contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment, upon five days’ advance notice prior to the applicable deadlines, and to extend the Combination Period for an additional one (1) month period each time for up to twelve (12) times. The Contribution will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution will bear no interest and will be repayable by the Company to the Sponsor upon consummation of a Business Combination in cash or private placement units at a price of $10 per unit at the option of the Sponsor. The loan will be forgiven by the Sponsor or its affiliates if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. 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 July 29, 2024, the redemption price per Public Share was approximately $11.36 (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 $58.3 million as of July 29, 2024 (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 July 29, 2024 was $11.30. 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 $0.06 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. 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 July 16, 2024 (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,

Chairman
July 31, 2024

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 AUGUST 12, 2024

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 August 12, 2024, at 10 a.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):

https://www.cstproxy.com/embracechange/2024

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: 7037498#

You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/embracechange/2024 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 July 31, 2024 and is first being mailed to shareholders on or about that 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 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, 2023 (i.e., 12 months from the consummation of the IPO) up to August 12, 2024 (i.e., 24 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 $100,000 (the lessor of $100,000 or $0.045 per issued and outstanding public share issued in its IPO (the “Public Share”)), for each one-month extension, on or prior to the date of the applicable deadline.

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, 2024 to August 12, 2025, up to twelve (12) times for an additional one (1) month each time, by depositing into the Trust Account the Extension Payment for each one-month extension, upon five days’ advance notice prior to the applicable deadline.

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.

After consultation with Wuren Fubao Inc. (the “Sponsor”), the Company’s management has reasons to believe that, if the Extension Amendment Proposal and Trust Amendment Proposal are approved, the Sponsor or its affiliates will contribute the lessor of $50,000 or $0.025 per outstanding public share to the Company as a loan (the “Contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment, upon five days’ advance notice prior to the applicable deadlines, and to extend the Combination Period or for an additional one (1) month period each time for up to twelve (12) times. The Contribution will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution will bear no interest and will be repayable by the Company to the Sponsor upon consummation of a Business Combination in cash or private placement units at a price of $10 per unit at the option of the Sponsor. The loan will be forgiven by the Sponsor or its affiliates if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. 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 July 29, 2024, the redemption price per Public Share was approximately $11.36 (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 $58.3 million as of July 29, 2024 (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 July 29, 2024 was $11.30. 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 $0.06 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.

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.

Record holders of Ordinary Shares at the close of business on July 16, 2024 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 9,688,748 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 July 31, 2024 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,

Chairman
July 31, 2024

TABLE OF CONTENTS

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:

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

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.

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.

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.

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.

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 negotiate and complete a Business Combination before August 12, 2024. 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.

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.

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.

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.

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 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.

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

The initial shareholders and their respective affiliates are not entitled to redeem any shares they hold in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of 2,221,964 Ordinary Shares, representing approximately 29.9% of Embrace Change’s issued and outstanding shares.

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, the Trust Agreement Amendment Proposal, and the Adjournment Proposal.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

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.

The Sponsor and the officers, directors and the initial shareholders of Embrace Change waived their rights to participate in any liquidation distribution with respect to the shares they beneficially own. 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.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Embrace Change held by Embrace Change’s officers, directors, the Sponsor and its affiliates.

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, 2024 to August 12, 2025, up to twelve (12) times for an additional one (1) month each time, by depositing into the Trust Account the Extension Payment for each one-month extension, upon five days’ advance notice prior to the applicable deadline.

You also may revoke your proxy by sending a notice of revocation to Embrace Change’s Secretary, which must be received by Embrace Change’s Secretary on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

One or more shareholders who together hold not less than a majority of the issued and outstanding shares in Embrace Change entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., New York Time, on August 11, 2024.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com and entering the voter control number included on your proxy card.

Voting by Telephone. Dial toll-free 1 800-450-7155 within the U.S. and Canada, 1 857-999-9155 outside the U.S. and Canada, Conference ID: 7037498#, and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on August 11, 2024 to be counted.

If you hold units registered in your own name, you must deliver the certificate for such units to the Trustee with written instructions to separate such units into Public Shares, public warrants and public rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares, public warrants and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the units. While this is typically done electronically the same business day, you should allow at least one frill business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

In order to exercise your redemption rights, you must, prior to 5:00 p.m. New York Time on August 8, 2024 (two (2) business days before the Extraordinary General Meeting), (i) submit a written request to the Trustee, that Embrace Change redeem your Public Shares for cash, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of Embrace Change’s transfer agent is listed under the question “Who can help answer my questions?” below. Embrace Change requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are delivered to Embrace Change’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Embrace Change’s transfer agent will need to act to facilitate the request. It is Embrace Change’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Embrace Change does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Embrace Change’s consent, until the vote is taken with respect to the matters presented at the Extraordinary General Meeting. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

Embrace Change shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the vote on the proposal to approve the Extension Amendment at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Separate voting materials will be mailed to Embrace Change shareholders for a Business Combination Extraordinary General Meeting to be held on a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Extraordinary General Meeting.

Embrace Change Acquisition Corp.
San Diego, CA 92121
Attention: Yuan Zheng - Chief Financial Officer
Email: jennifer.yuan@embracechange.top

You may also contact the proxy solicitor for Embrace Change at:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Email: ksmith@advantageproxy.com

To obtain timely delivery, Embrace Change shareholders must request the materials no later than August 5, 2024, or five (5) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about Embrace Change from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on August 2, 2024 (two business days before the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

EXTRAORDINARY GENERAL MEETING OF EMBRACE CHANGE SHAREHOLDERS

This proxy statement is being provided to Embrace Change shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of Embrace Change shareholders to be held on August 12, 2024, and at any adjournment thereof. This proxy statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about August 1, 2024 to all shareholders of record of Embrace Change as of July 16, 2024, the record date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held at 10 a.m., Eastern Time, on August 12, 2024 at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154 and via live webcast by visiting https://www.cstproxy.com/embracechange/2024 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. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Extraordinary General Meeting

At the Extraordinary General Meeting, Embrace Change shareholders will consider and vote on the following proposals:

Voting Power; Record Date

As a shareholder of Embrace Change, you have a right to vote on certain matters affecting Embrace Change. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares at the close of business on July 16, 2024, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each Ordinary Share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 7,423,175 Ordinary Shares issued and outstanding.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for 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. One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares entitled to attend and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Extension Amendment Proposal.

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 issued and outstanding Ordinary Shares present in person or represented by proxy at the Extraordinary General Meeting and the Adjournment Proposal requires 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 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 failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Trust Agreement Amendment Proposal and Adjournment Proposal.

It is possible that Embrace Change will not be able to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If Embrace Change fails to complete its initial business combination (i) on or before the Termination Date, and it does not choose to extend the Combination Period pursuant to the current Articles of Association and Trust Agreement, or (ii) by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment are approved, Embrace Change will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

Voting Your Shares — Shareholders of Record

If you are an Embrace Change shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share that you own in your name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. 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. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board unanimously recommends voting “FOR” the Extension Amendment Proposal, “FOR” the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m., New York Time, on August 5, 2024.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/embracechange/2024 and entering the voter control number included on their proxy card.

Voting by Telephone. Dial toll-free 1 800-450-7155 in the U.S. and Canada, +1 857-999-9155 outside the U.S. and Canada, Conference ID: 7037498# and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on August 5, 2024 to be counted.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Embrace Change. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Extraordinary General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Extraordinary General Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee. Requests for registration should be directed to Mark Zimkind at mzimkind@continentalstock.com. Written requests can be mailed to:

Continental Stock Transfer & Trust Company, LLC
Attn: SPAC Redemption Team
1 State Street, 30th Floor
New York, NY 10004

You will receive a confirmation of your registration by email after Embrace Change receives your registration materials. You may attend the Extraordinary General Meeting by visiting https://www.cstproxyvote.com 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 also need a 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. Follow the instructions provided to vote. Embrace Change encourages you to access the Extraordinary General Meeting prior to the start time leaving ample time for the check in.

Attending the Extraordinary General Meeting

The Extraordinary General Meeting will be held at the offices of Loeb & Loeb LLP, located at 345 Park Avenue, New York, New York 10154, on August 12, 2024 at 10 a.m. Eastern Time and virtually via live webcast on the Internet. You will be able to attend the Extraordinary General Meeting virtually by visiting https://www.cstproxy.com/embracechange/2024 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. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing any one of the following:

No Additional Matters

The Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and the Adjournment Proposal. Under the Articles of Association, other than procedural matters incident to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they are not included in this proxy statement, which serves as the notice of the Extraordinary General Meeting.

Embrace Change intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Advantage Proxy, Inc., Embrace Change’s proxy solicitor, at: 206-870-8565; Email: ksmith@advantageproxy.com.

Redemption Rights

In connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, and contingent upon the effectiveness of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, each holder of Public Shares may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares.

In order to exercise your Redemption rights you must:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

and

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding units must separate the underlying Public Shares, public warrants and public rights prior to exercising redemption rights with respect to the Public Shares. If you hold units registered in your own name, you must deliver the certificate for such units to the Trustee, with written instructions to separate such units into Public Shares, public warrants and public rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares, public warrants and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $58.3 million as of July 29, 2024. Prior to their exercising Redemption rights, Embrace Change shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your Redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Embrace Change, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Amendment Proposal is not approved and the Sponsor does not elect to extend the Termination Date by further funding the Trust Account, Embrace Change will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of Embrace Change’s warrants and rights will expire worthless.

Your right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal does not affect the right of Embrace Change shareholders to elect to redeem their Public Shares in connection with a Business Combination, which is a separate and additional redemption right available to Embrace Change shareholders.

Appraisal Rights

There are no appraisal rights available to Embrace Change shareholders in connection with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.

Proxy Solicitation Costs

Embrace Change is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. Embrace Change has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting. Embrace Change and its directors, officers and employees may also solicit proxies on the Internet. Embrace Change will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Embrace Change will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Embrace Change will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Embrace Change shareholders. Directors, officers and employees of Embrace Change who solicit proxies will not be paid any additional compensation for soliciting.

Interests of the Initial Shareholders

In considering the recommendation of our Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in a Business Combination that are different from, or in addition to, those of other shareholders generally. These interests include, among other things:

Additionally, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and Embrace Change consummates a Business Combination, the officers and directors of Embrace Change may have additional interests as described in the proxy statement/prospectus for such transaction.

Certain Risks

There are no assurances that the Extension will enable us to complete the Business Combination.

Approving the Extension involves a number of risks. Even if the Extension is approved, we can provide no assurances that the initial business combination will be consummated prior to the extended date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension is approved, Embrace Change expects to seek shareholder approval of the Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve the initial business combination. Even if the extension or the Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the extension and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete a Business Combination and instead be required to liquidate the Company.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete a Business Combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares, warrants and rights following such a transaction, and our warrants and rights would expire worthless.

The longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

We may not be able to complete a Business Combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

Our sponsor is, is controlled by, and has substantial ties with a non-U.S. person. Our Chief Executive Officer, Jingyu Wang, resides in and is a citizen of China. Our Chief Financial Officer, Yuan Zheng, resides in the United States and is a citizen of China. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’ regulations. As such, a Business Combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business Combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain Business Combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete our Business Combination by the Termination Date, because the review process drags on beyond such timeframe or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $11.36 per share (including interest not previously released to Embrace Change to pay its taxes), without taking into account any interest earned after July 29, 2024 and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If our initial business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination.

On August 16, 2022, the Inflation Reduction Act of 2022 became law in the United States, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., United States) corporations (and certain non-U.S. corporations treated as “surrogate foreign corporations”). The excise tax will apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax; however, only limited guidance has been issued to date.

As a Cayman Islands company, the 1% excise tax is not expected to apply to redemptions of our ordinary shares (absent any regulations and other additional guidance that may be issued in the future with retroactive effect).

However, in connection with an initial business combination involving a company organized under the laws of the United States, it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions and, because our securities are trading on Nasdaq, it is possible that we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions in connection with the initial business combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the U.S. Department of the Treasury, redemptions in complete liquidation of the company). In all cases, the extent of the excise tax that may be incurred will depend on a number of factors, including the fair market value of our stock redeemed, the extent such redemptions could be treated as dividends and not repurchases, and the content of any regulations and other additional guidance from the U.S. Department of the Treasury that may be issued and applicable to the redemptions. Issuances of stock by a repurchasing corporation in a year in which such corporation repurchases stock may reduce the amount of excise tax imposed with respect to such repurchase. The excise tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased. The imposition of the excise tax as a result of redemptions in connection with the initial business combination could, however, reduce the cash contribution to the target business in connection with our initial business combination, which could cause the shareholders of the combined company who did not elect to redeem our ordinary shares to economically bear the impact of such excise tax.

PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL

Overview

Embrace Change is proposing to amend and restate, by special resolution, its Articles of Association to extend the date by which Embrace Change must consummate a business combination to the Extended Date so as to give Embrace Change additional time to complete a Business Combination by deleting the Articles of Association in its entirety and adopting the third amended and restated memorandum and articles of association of Embrace Change. The text of the proposed special resolution is set forth as the first resolution in Annex A to this proxy statement. The complete text of the proposed third amended and restated memorandum and articles of association of Embrace Change is attached to this proxy statement as Annex C.

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. Embrace Change intends to hold a Business Combination Extraordinary General Meeting at a future date to approve a Business Combination.

Articles of Association

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.

As contemplated by the Articles of Association, the holders of the Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented. You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting.

On July 29, 2024, the redemption price per Public Share was approximately $11.36 (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 $58.3 million as of July 29, 2024 (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 July 29, 2024 was $11.30. 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 $0.06 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.

Reasons for the Extension Amendment Proposal

Embrace Change has determined that there will not be sufficient time before August 12, 2024 to hold an Extraordinary General Meeting to obtain the requisite shareholder approval of, and to consummate, a Business Combination.

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, 2023 (i.e., 12 months from the consummation of the IPO) up to August 12, 2024 (i.e., 24 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 $100,000 (the lessor of $100,000 or $0.045 per issued and outstanding Public Share), for each one-month extension, on or prior to the date of the applicable deadline.

If the Extension Amendment Proposal is approved, the Company shall have the right to extend, by resolution of the Board, the Combination Period from August 12, 2024 to August 12, 2025, up to twelve (12) times for an additional one (1) month each time. The Extension Amendment Proposal is essential to allowing Embrace Change additional time to consummate a Business Combination, and at the same time, by paying substantially less deposit. Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.

Embrace Change believes that it is in the best interests of Embrace Change shareholders that Embrace Change obtain the Extension in order to complete a Business Combination, which will provide significant benefits to its shareholders.

If the Extension Amendment Proposal is Not Approved

If the Extension Amendment Proposal is 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, conduct 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 initial shareholders have waived their rights to participate in any liquidation distribution with respect to the 1,848,214 Founder Shares or any shares underlying the Private Units. 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.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, Embrace Change intends to submit the third amended and restated memorandum and articles of association with the Cayman Islands Registrar of Companies in the form of Annex C hereto to extend the time it has to complete a business combination until the Extended Date. Embrace Change will then continue to attempt to consummate a business combination until the Extended Date. Embrace Change will remain a reporting company under the Exchange Act and its units, Public Shares, public warrants and public rights will remain publicly traded during this time.

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 a separate Business Combination Extraordinary General Meeting of Embrace Change shareholders, to be held 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.

Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30^th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

and

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding units must separate the underlying Public Shares, public warrants and public rights prior to exercising redemption rights with respect to the Public Shares. If you hold units registered in your own name, you must deliver the certificate for such units to the Trustee, with written instructions to separate such units into Public Shares, public warrants and public rights. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares, public warrants and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by Embrace Change’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $58.3 million as of July 29, 2024. Prior to their exercising redemption rights, Embrace Change shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Embrace Change, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

Embrace Change will not consummate a Business Combination on or before the Termination Date, so if the Extension Amendment Proposal is not approved, Embrace Change will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to the public shareholders and all of Embrace Change’s warrants and rights will expire worthless.

Your right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal does not affect the right of Embrace Change shareholders to elect to redeem their Public Shares in connection with a Business Combination, which is a separate and additional redemption right available to Embrace Change shareholders. Shareholders of Embrace Change seeking to exercise their redemption rights in connection with a Business Combination should follow the instructions for the exercise of such rights set forth in the proxy statement/prospectus relating to a Business Combination Extraordinary General Meeting.

Vote Required for Approval

The approval of the Extension Amendment Proposal requires a special resolution under the laws of the Cayman Islands, being the affirmative vote of at least two-thirds (2/3) majority 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. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension Amendment Proposal.

Our Board will abandon and not implement the Extension Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

Resolution

The text of the proposed special resolution to be put to shareholders to consider and vote upon at the Extraordinary General Meeting in relation to the Extension Amendment Proposal is set forth as the first resolution in Annex A to this proxy statement.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT EMBRACE CHANGE SHAREHOLDERS VOTE
“FOR” THE EXTENSION AMENDMENT PROPOSAL.

PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT

Overview

The proposed Trust Agreement Amendment would amend our existing Investment Management Trust Agreement (the “Trust Agreement”), dated as of August 9, 2022, 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 (the “Trust Agreement Amendment”). A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Agreement Amendment

The purpose of the Trust Agreement Amendment is to extend the Combination Period from the Termination Date to the Extended Date.

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, 2023 (i.e., 12 months from the consummation of the IPO) up to August 12, 2024 (i.e., 24 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 $100,000 (the lessor of $100,000 or $0.045 per issued and outstanding Public Share), for each one-month extension, on or prior to the date of the applicable deadline.

Embrace Change has determined that there will not be sufficient time before August 12, 2024 (its current termination date) to hold an Extraordinary General Meeting to obtain the requisite shareholder approval of, and to consummate, a Business Combination.

After consultation with the Sponsor, the Company’s management has reasons to believe that, if the Extension Amendment Proposal and Trust Amendment Proposal are approved, the Sponsor or its affiliates will contribute the lessor of $50,000 or $0.025 per outstanding public share to the Company as a loan (the “Contribution”) for the Company to deposit the funds into the Trust Account as the Extension Payment, upon five days’ advance notice prior to the applicable deadlines, and to extend the Combination Period for an additional one (1) month period each time for up to twelve (12) times. The Contribution will be deposited in the Trust Account within two business days prior to the beginning of the additional extension period (or portion thereof). The Contribution will bear no interest and will be repayable by the Company to the Sponsor upon consummation of a Business Combination in cash or private placement units at a price of $10 per unit at the option of the Sponsor. The loan will be forgiven by the Sponsor or its affiliates if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. 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.

The Trust Agreement Amendment Proposal is essential to allowing Embrace Change additional time to consummate a Business Combination, and at the same time, by paying substantially less deposit. 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 Trust Agreement Amendment Is Not Approved

If the Trust Agreement Amendment is 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, conduct 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 initial shareholders have waived their rights to participate in any liquidation distribution with respect to their shares. There will be no distribution from the Trust Account with respect to the Company’s warrants and rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account, except to the extent provided under the Trust Agreement.

If the Trust Agreement Amendment Is Approved

If the Trust Amendment Proposal is approved, the Company shall have the right to extend, by resolution of the Board, the Combination Period from August 12, 2024 to August 12, 2025, up to twelve (12) times for an additional one (1) month each time. The Trust Account will not be disbursed except to the extent any Redemptions are made in connection with this Extraordinary General Meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete a Business Combination by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable termination date or until the Board determines in its sole discretion that it will not be able to consummate a Business Combination by the applicable termination date as described below and does not wish to seek an additional extension.

Required Vote

Subject to the foregoing, the affirmative vote of at least fifty percent (50%) of the Company’s issued and outstanding shares will be required to approve the Trust Agreement Amendment Proposal. Our Board will abandon and not implement the Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, none of the proposals will take effect.

Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Trust Agreement Amendment Proposal is as follows:

“RESOLVED, AS AN ORDINARY RESOLUTION, THAT subject to and conditional upon the effectiveness of the special resolution to amend and restate the Second Amended and Restated Articles of Association of the Company with respect to the Extension Amendment as set forth in Annex A, the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement to give the Company the right to extend the date by which the Company has to complete a business combination from August 12, 2024 to August 12, 2025, by depositing into the Trust Account the lessor of $50,000 or $0.025 per outstanding public share, for each one-month extension, on or prior to the date of the applicable deadline, for up to twelve (12) times.”

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT EMBRACE CHANGE SHAREHOLDERS VOTE
“FOR” THE TRUST AGREEMENT AMENDMENT PROPOSAL.

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies.

Consequences if the Adjournment Proposal is Not Approved

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 in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

Vote Required for Approval

Approval of the Adjournment Proposal requires an ordinary resolution, which is the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares, present in person or represented by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.

Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Adjournment Proposal is as follows:

“RESOLVED, as an ordinary resolution that, the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting be confirmed, adopted, approved and ratified in all respects.”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT EMBRACE CHANGE SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

BUSINESS OF EMBRACE CHANGE AND CERTAIN INFORMATION ABOUT EMBRACE CHANGE

General

Embrace Change is a blank check company incorporated on March 3, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On August 12, 2022, the Company consummated the IPO of 7,392,855 units, at $10.00 per unit, generating gross proceeds of $73,928,550. Each unit consisted of one Ordinary Share, one warrant, each whole warrant exercisable to purchase one Ordinary Share at a share price of $11.50 per share, and one right, each right entitling the holder to receive one-eighth (1/8) of one Ordinary Share upon consummation of our initial business combination. Simultaneously with the consummation of the IPO, Embrace Change consummated the private sale of 373,750 Private Units at a price of $10.00 per unit, for an aggregate purchase price of $3,737,500. Each Private Unit is identical to the public units sold in IPO. A total of $75,776,764 from the net proceeds of the sale of the units in the IPO and the sale of the Private Units was placed in a Trust Account. Also simultaneously with the closing of the IPO, pursuant to the Underwriting Agreement, the Company issued an aggregate of 73,929 Ordinary Shares to the representative of the underwriters.

On March 4, 2024, 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, 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.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of Embrace Change’s Ordinary Shares as of July 29, 2024 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Embrace Change’ Ordinary Shares, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership is based on 7,423,175 issued and outstanding Ordinary Shares as of July 29, 2024.

Voting power represents the combined voting power of Ordinary Shares owned beneficially by such person. Unless otherwise indicated, Embrace Change believes that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

HOUSEHOLDING INFORMATION

Unless Embrace Change has received contrary instructions, Embrace Change may send a single copy of this proxy statement to any household at which two or more shareholders reside if Embrace Change believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce Embrace Change’s expenses. However, if shareholders prefer to receive multiple sets of Embrace Change’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of Embrace Change’s disclosure documents, the shareholders should follow these instructions:

Embrace Change Acquisition Corp.
5186 Carroll Canyon Rd,
San Diego, CA 92121
Attention: Yuan Zheng - Chief Financial Officer
Email: jennifer.yuan@embracechange.top

WHERE YOU CAN FIND MORE INFORMATION

Embrace Change files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. Embrace Change’s public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of Embrace Change’s filings with the SEC (excluding exhibits) at no cost by contacting Embrace Change at the address and/or telephone number below.

If you would like additional copies of this proxy statement or Embrace Change’s other filings with the SEC (excluding exhibits) or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact Embrace Change at the following address and e-mail address:

Embrace Change Acquisition Corp.
San Diego, CA 92121
Attention: Yuan Zheng - Chief Financial Officer
Email: jennifer.yuan@embracechange.top

You may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from Embrace Change’s proxy solicitation agent at the following address, telephone number and e-mail address:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Tel: 206-870-8565 or

Email: ksmith@advantageproxy.com

You will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are an Embrace Change’s shareholder and would like to request documents, please do so by August 5, 2024, five business days prior to the Extraordinary General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from Embrace Change, such documents will be mailed to you by first class mail or another equally prompt means.

ANNEX A

PROPOSED AMENDMENTS TO
THE AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
OF
EMBRACE CHANGE ACQUISITION CORP.

The Extension Amendment Proposal

“RESOLVED, as a special resolution, THAT:

Article 37.8 of the Second Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the words “The Company has until 24 months from the closing of the IPO to consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination within 12 months from the closing of the IPO, the Company may, by Resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a Business Combination up to twelve times, each by an additional one month, subject to the Sponsor depositing additional funds into the Trust Account upon five days advance notice prior to the applicable deadline in accordance with terms as set out in the Trust Agreement. In the event that the Company does not consummate a Business Combination by 12 months from the closing of the IPO (or up to 24 months from the Closing of the IPO (subject in the latter case to valid one-month extensions having been made in each case) or such later time as the Members of the Company may approve in accordance with these Articles (the “Extended Date”), the Company shall” and their replacement by the words “The Company has until 36 months from the closing of the IPO to consummate a Business Combination, provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination within 24 months from the closing of the IPO, the Company may, by Resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a Business Combination up to twelve times, each by an additional one month, subject to the Sponsor depositing additional funds into the Trust Account upon five days advance notice prior to the applicable deadline in accordance with terms as set out in the Trust Agreement. In the event that the Company does not consummate a Business Combination by 24 months from the closing of the IPO (or up to 36 months from the Closing of the IPO (subject in the latter case to valid one-month extensions having been made in each case) or such later time as the Members of the Company may approve in accordance with these Articles (the “Extended Date”), the Company shall”, and

Article 37.9(a)(ii) of the Second Amended and Restated Memorandum of Association and Articles of Association of the Company be amended by the deletion of the words “within 12 months after the date of the closing of the IPO or 24 months from the closing of the IPO pursuant to Article 37.8 (subject in the latter case to valid one-month extensions having been made in each case)” and their replacement with the words “within 24 months after the date of the closing of the IPO or 36 months from the closing of the IPO pursuant to Article 37.8 (subject in the latter case to valid one-month extensions having been made in each case)”, and

Article 37.11(b)(ii)(A) of the Second Amended and Restated Memorandum of Association and Articles of Association of the Company be amended by the deletion of the words “beyond 12 months from the closing of the IPO or 24 months from the closing of the IPO pursuant to Article 37.8 (subject in the latter case to valid one-month extensions having been made in each case)” to “beyond 24 months from the closing of the IPO or 36 months from the closing of the IPO pursuant to Article 37.8 (subject in the latter case to valid one-month extensions having been made in each case)”, and

The third amended and restated memorandum and articles of association of the Company be and are hereby approved and adopted, in substitution for, and to the exclusion of, the Second Amended and Restated Memorandum and Articles of Association of the Company with immediate effect to reflect the above amendments.

ANNEX B

PROPOSED AMENDMENT NO. 2
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 2 (this “Amendment”), dated as of August 12, 2024, to the Investment Management Trust Agreement (as defined below) is made by and between Embrace Change Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of August 9, 2022 (the “Trust Agreement”):

WHEREAS, Section l(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, the Amendment No. 1 of the Trust Agreement requires the Company to deposit the lessor of $100,000 or $0.045 per outstanding public share into the Trust Account for each one-month extension from August 12, 2023 for up to twelve months;

WHEREAS, at an Extraordinary General Meeting of the Company held on August 12, 2024 (the “Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s amended and restated articles of association (the “A&R AA”) giving the Company the right to extend the date by which it has to consummate a business combination twelve (12) times for an additional one (1) month each time, from August 12, 2024 to August 12, 2025 (i.e., for a period of time ending 24 months from the consummation of its initial public offering); and (ii) a proposal to amend the Trust Agreement requiring the Company to deposit the lessor of $50,000 or $0.025 per outstanding public share into the Trust Account for each one-month extension from August 12, 2024 for up to twelve months; and

NOW THEREFORE, IT IS AGREED:

1. Section l(i) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the closing of the IPO (“Closing”) or the 25-month, 26-month, 27-month, 28-month, 29- month, 30-month, 31-month, 32-month, 33-month, 34-month, 35-month, or 36-month anniversary of the Closing in the event that the Company extended the time to complete the Business Combination by depositing the lessor of $50,000 or $0.025 per outstanding public share in the Trust Account for each one month extension on or prior to the end of the immediately preceding period (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.”

2. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

3. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

4. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto

5. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

ANNEX C

PROPOSED THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

COMPANIES ACT (REVISED)

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

Embrace Change Acquisition Corp.

ADOPTED BY SPECIAL RESOLUTION DATED AUGUST 12, 2024

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated

Memorandum of Association

of

Embrace Change Acquisition Corp.

Adopted by special resolution dated August 12, 2024

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

COMPANIES ACT (REVISED)

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

EMBRACE CHANGE ACQUISITION CORP.

ADOPTED BY SPECIAL RESOLUTION ON AUGUST 12, 2024

CONTENTS

Companies Act (Revised)

Company Limited by Shares

Third Amended and Restated

Articles of Association

of

Embrace Change Acquisition Corp.

Adopted by special resolution dated August 12, 2024

Definitions

Act means the Companies Act (Revised) of the Cayman Islands.

Affiliate in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

Applicable Law means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

Articles means, as appropriate:

and Article refers to a particular Article of these Articles.

Audit Committee means the audit committee of the board of directors of the Company established pursuant to Article 23.8 hereof, or any successor audit committee.

Auditor means the person for the time being performing the duties of auditor of the Company.

Business Combination means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (each a Target Business), which Business Combination: (a) must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount and taxes payable on the interest earned on the trust account); and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations.

Business Day means a day other than a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City, a Saturday or a Sunday.

Clear Days, in relation to a period of notice, means that period excluding:

Clearing House means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

Company means the above-named company.

Compensation Committee means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

Default Rate means 10% (ten per cent) per annum.

Designated Stock Exchange means any United States national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC or The New York Stock Exchange LLC or any OTC market on which the Shares are listed for trading.

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised).

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised).

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised).

Exchange Act means the United States Securities Exchange Act of 1934, as amended.

Founders means all Members immediately prior to the consummation of the IPO.

Fully Paid and Paid Up:

Independent Director means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined by the directors.

Investor Group means the Sponsor and its Affiliates, successors and assigns.

IPO means the Company’s initial public offering of securities.

IPO Redemption has the meaning given to it in Article 37.6.

Islands means the British Overseas Territory of the Cayman Islands.

Member means any person or persons entered on the Register of Members from time to time as the holder of a Share.

Memorandum means the Amended and Restated Memorandum of Association of the Company as amended, restated, supplemented and/or otherwise modified from time to time.

Nominating Committee means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

Officer means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.

Over-Allotment Option means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 3.4) issued in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.

Public Share means a Share issued as part of the units (as described in Article 3.4) issued in the IPO.

Redemption Price has the meaning given to it in Article 37.6.

Register of Members means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register of Members.

Representative means a representative of the Underwriters.

SEC means the United States Securities and Exchange Commission.

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

Share means a share in the share capital of the Company; and the expression:

Special Resolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.

Sponsor means Wuren Fubao Inc., an exempted company incorporated under the laws of the Cayman Islands.

Target Business means any businesses or entity with whom the Company wishes to undertake a Business Combination.

Tax Filing Authorised Person means such person as any director shall designate from time to time, acting severally.

Treasury Shares means Shares of the Company held in treasury pursuant to the Act and Article 3.14.

Trust Account means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.

Underwriter means an underwriter of the IPO from time to time, and any successor underwriter.

Interpretation

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

Exclusion of Table A Articles

Power to issue Shares and options, with or without special rights

Power to issue fractions of a Share

Power to pay commissions and brokerage fees

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

Trusts not recognised

Power to vary class rights

Effect of new Share issue on existing class rights

Capital contributions without issue of further Shares

No bearer Shares or warrants

Treasury Shares

Rights attaching to Treasury Shares and related matters

Issue of share certificates

Renewal of lost or damaged share certificates

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Nature and scope of lien

Company may sell Shares to satisfy lien

Authority to execute instrument of transfer

Consequences of sale of Shares to satisfy lien

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

Application of proceeds of sale

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

Power to make calls and effect of calls

Time when call made

Liability of joint holders

Interest on unpaid calls

The directors may waive payment of the interest wholly or in part.

Deemed calls

Power to accept early payment

Power to make different arrangements at time of issue of Shares

Notice of default

Forfeiture or surrender of Shares

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

The directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

Form of transfer

Power to refuse registration

Power to suspend registration

Company may retain instrument of transfer

Persons entitled on death of a Member

Registration of transfer of a Share following death or bankruptcy

Indemnity

Rights of person entitled to a Share following death or bankruptcy

Increasing, consolidating, converting, dividing and cancelling share capital

Dealing with fractions resulting from consolidation of Shares

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

Reducing share capital

Power to issue redeemable Shares and to purchase own Shares

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

Effect of redemption or purchase of a Share

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

Power to call meetings

Content of notice

Period of notice

Persons entitled to receive notice

Publication of notice on a website

Time a website notice is deemed to be given

Required duration of publication on a website

Accidental omission to give notice or non-receipt of notice

Quorum

Lack of quorum

Use of technology

Chairman

Right of a director to attend and speak

Adjournment and Postponement

Method of voting

Taking of a poll

Chairman’s casting vote

Amendments to resolutions

Written resolutions

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

Sole-member company

Rights of joint holders

Representation of corporate Members

Member with mental disorder

Objections to admissibility of votes

Form of proxy

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying these Articles about authentication of Electronic Records.

How and when proxy is to be delivered

Voting by proxy

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be ten.

No age limit

Corporate directors

No shareholding qualification

Appointment and removal of directors

Resignation of directors

Termination of the office of director

Appointment and removal

Notices

Rights of alternate director

Appointment ceases when the appointer ceases to be a director

Status of alternate director

Status of the director making the appointment

Powers of directors

Appointments to office

for such period and on such terms, including as to remuneration, as they think fit.

Remuneration

Disclosure of information

Power to delegate any of the directors’ powers to a committee

Power to appoint an agent of the Company

Power to appoint an attorney or authorised signatory of the Company

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think fit.

Power to appoint a proxy

Regulation of directors’ meetings

Calling meetings

Notice of meetings

Period of notice

Use of technology

Place of meetings

Quorum

Voting

Validity

Recording of dissent

A director who votes in favour of an action is not entitled to record his dissent to it.

Written resolutions

Sole director’s minute

Permissible interests subject to disclosure

Notification of interests

Voting where a director is interested in a matter

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.

Accounting and other records

No automatic right of inspection

Sending of accounts and reports