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Embrace Change Acquisition (EMCG) - 2023 Q2 - Quarterly Report
2023-08-10 16:00
Financial Performance - The company reported a net income of $820,420 for the three months ended June 30, 2023, compared to a net income of $0 for the same period in 2022, indicating a significant improvement[10]. - Basic and diluted net income per ordinary share was $0.08 for the three months ended June 30, 2023, compared to $0.00 for the same period in 2022[10]. - For the six months ended June 30, 2023, the company reported a net income of $1,514,474, consisting of investment income of $1,763,533 and operating costs of $249,059[98]. Assets and Liabilities - As of June 30, 2023, total assets amounted to $78,627,171, an increase from $76,944,986 as of December 31, 2022, reflecting a growth of approximately 2%[8]. - Cash and marketable securities held in the trust account were $78,304,986 as of June 30, 2023, compared to $76,541,453 as of December 31, 2022, showing an increase of about 2.3%[8]. - The accumulated deficit increased to $(2,590,306) as of June 30, 2023, from $(2,341,247) as of December 31, 2022, representing a deterioration of approximately 11%[8]. - Total current liabilities increased to $324,762 as of June 30, 2023, from $157,051 as of December 31, 2022, indicating an increase of approximately 106%[8]. - The Company had $287,183 in cash in its operating bank account as of June 30, 2023, compared to $403,012 as of December 31, 2022[34][41]. Initial Public Offering (IPO) - The Initial Public Offering generated gross proceeds of $73,928,550, with offering costs amounting to $3,898,030[22]. - The Initial Public Offering (IPO) on August 12, 2022, generated gross proceeds of $73,928,550 from the sale of 7,392,855 Units, with offering costs amounting to $3,898,030[60][61]. - Following the IPO, $75,776,764 was placed in a trust account, which includes net proceeds from the IPO and a private placement[101]. - The Company incurred offering costs of approximately $3,898,030 related to the IPO, which included $2,587,499 for deferred underwriting commissions[61]. Business Combination and Operations - The company has not yet commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[21]. - The Company will redeem 100% of the outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account if a Business Combination is not completed within the Combination Period[32]. - The Company will only proceed with a Business Combination if it has net tangible assets of at least $5,000,001 immediately prior to consummation[25]. - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern if it fails to complete a Business Combination[36]. - The Company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[92]. - The company has not generated any operating revenues to date and will not do so until after completing its initial business combination[97]. Shareholder Information - The company had 8,138,038 ordinary shares issued and outstanding as of August 11, 2023[5]. - On August 9, 2023, 1,550,710 ordinary shares were tendered for redemption, leaving 8,138,038 ordinary shares outstanding[29]. - The weighted average number of ordinary shares outstanding for the six months ended June 30, 2023, was 9,688,748, compared to 1,848,214 for the same period in 2022[58]. - The Company issued an aggregate of 2,156,250 founder shares to the Sponsor for a total purchase price of $25,000, resulting in 1,848,214 shares outstanding post-IPO[65]. - A total of 1,550,710 ordinary shares were tendered for redemption during the extraordinary general meeting, leaving 8,138,038 ordinary shares[94]. Financial Obligations and Risks - The Company expects to incur approximately $500,000 in expenses for legal, accounting, and due diligence related to its initial business combination[104]. - The Company has the right to extend the Combination Period twelve times for an additional one month each time, with an Extension Payment of the lesser of $100,000 or $0.045 per outstanding public share for each extension[29][30]. - The Company has not borrowed any amounts under Working Capital Loans as of June 30, 2023, which could be up to $500,000 convertible into additional Private Units upon a Business Combination[69]. - There have been no material changes in risk factors since the last report, and no off-balance sheet arrangements exist[107][114]. - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination[93].
Embrace Change Acquisition (EMCG) - 2023 Q1 - Quarterly Report
2023-05-21 16:00
Financial Performance - The company reported a net income of $694,054 for the three months ended March 31, 2023, compared to no income for the same period in 2022[11]. - Basic and diluted net income per ordinary share was $0.07 for the three months ended March 31, 2023, while there was no income per share in the prior year[11]. - For the three months ended March 31, 2023, the company reported a net income of $694,054, consisting of investment income of $822,317 and operating costs of $128,263[91]. Assets and Liabilities - As of March 31, 2023, total assets amounted to $77,762,253, an increase from $76,944,986 as of December 31, 2022, reflecting a growth of approximately 1.06%[8]. - Cash and marketable securities held in the trust account totaled $77,363,770 as of March 31, 2023, compared to $76,541,453 at the end of 2022, indicating a slight increase of 1.07%[8]. - Total current liabilities increased to $280,264 as of March 31, 2023, from $157,051 at the end of 2022, representing an increase of approximately 78.3%[8]. - The accumulated deficit grew to $(2,469,510) as of March 31, 2023, compared to $(2,341,247) at the end of 2022, reflecting an increase of about 5.5%[12]. Initial Public Offering (IPO) - The initial public offering generated gross proceeds of $73,928,550, with offering costs amounting to $3,898,030[23]. - The Initial Public Offering (IPO) generated gross proceeds of $73,928,550 from the sale of 7,392,855 Units at $10.00 per Unit on August 12, 2022[59]. - Transaction costs for the IPO amounted to $3,898,030, including $739,286 in upfront underwriting fees and a deferred discount of $2,587,499[111]. - A total of $75,776,764 of net proceeds from the IPO and Private Placement was deposited in a trust account for public shareholders, including $72,039,264 from the IPO[110]. Shareholder Information - The company had 9,688,748 ordinary shares outstanding as of May 16, 2023, up from 1,848,214 shares in the same period last year[5]. - The Company will allow shareholders to redeem Public Shares at a pro rata amount of $10.25 per share, plus any interest earned, upon completion of a Business Combination[28]. - The Company had no amounts outstanding under any Working Capital Loan as of March 31, 2023[34]. - The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share[74]. Business Operations and Future Plans - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial business combination[22]. - The Company expects to incur significant costs in pursuing its financing and acquisition plans, raising concerns about its ability to continue as a going concern if a Business Combination is not completed within the specified timeframe[35]. - The Company has until 12 months from the IPO closing to complete a Business Combination, extendable to 18 months if necessary[30]. - The company expects to incur approximately $500,000 for legal, accounting, and due diligence expenses related to structuring and negotiating business combinations[97]. Risk Factors - The company is classified as an emerging growth company and is subject to risks associated with early-stage companies[22]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[38]. - There have been no material changes to the previously disclosed risk factors as of the date of this report[106].
Embrace Change Acquisition (EMCG) - 2022 Q4 - Annual Report
2023-03-06 16:00
IPO and Financing - The company completed its initial public offering (IPO) on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 units at a price of $10.00 per unit[21]. - A private placement was simultaneously executed, generating total proceeds of $3,737,500 from the sale of 373,750 private units at the same price of $10.00 per unit[23]. - The total net proceeds from the IPO and private placement amounted to $75,776,764, which were placed in a trust account for the benefit of public shareholders[25]. - Following the IPO, $75,776,764 was placed in a trust account, which may only be invested in U.S. government treasury obligations or certain money market funds[103]. - The anticipated per-share amount in the trust account is $10.25, which will be distributed to investors who redeem their shares[61]. - The company incurred offering costs of $3,898,030 during the IPO, including $2,587,499 for deferred underwriting commissions[216]. - The underwriter is entitled to a deferred fee of 3.50% of the gross proceeds of the Offering upon closing of the Business Combination, amounting to $2,587,499[120]. Business Strategy and Target Companies - The company intends to pursue target businesses primarily in the technology, internet, and consumer sectors, focusing on companies with established brands and stable cash flow[33]. - The management team emphasizes the importance of a strong management team in potential target companies, looking for those with entrepreneurial experience and adaptability[35]. - The company plans to evaluate target companies based on criteria such as having mature products, positive cash flow, and operating in industries with high barriers to entry[36]. - The company is not currently engaged in operations and will utilize cash from the IPO and private placement for its initial business combination[37]. - The management team has significant experience in identifying potential target businesses, with backgrounds in public companies and international markets[31]. - The company is not considering any business combinations with entities based in the People's Republic of China due to regulatory uncertainties[20]. - The company aims to acquire a target business with a fair market value of at least 80% of the trust account balance at the time of the agreement[45]. - The company plans to structure its initial business combination to acquire 100% of the equity interest or assets of the target business[50]. Business Combination and Redemption Rights - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account value at the time of the agreement[39]. - Shareholders will have the opportunity to redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[62]. - The company will only consummate an initial business combination if it has net tangible assets of at least $5,000,001 upon consummation[57]. - The company has until 12 months from the IPO closing to complete an initial business combination, with the possibility of extending this period up to 18 months through six one-month extensions[74]. - A deposit of $369,643 is required for each one-month extension, totaling up to $2,217,858 if the full six-month extension is utilized[74]. - If the initial business combination is not completed, public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for the pro rata share of the trust account[70]. - The company will distribute the aggregate amount in the trust account to public shareholders if it fails to consummate the initial business combination within the allotted time[75]. - The company’s initial shareholders have agreed to waive their redemption rights concerning their founder shares if the initial business combination is not completed within the specified period[76]. - Any redemption requests can be withdrawn at any time up to the vote on the proposed business combination[69]. Financial Performance and Position - The company had a net income of $410,646 for the year ended December 31, 2022, consisting of investment income of $764,689 offset by formation and operational costs of $354,043[114]. - As of December 31, 2022, the company had $403,012 in cash and no cash equivalents[117]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[113]. - The company reported a net income of $410,646 for the year ended December 31, 2022, compared to a net loss of $3,230 for the period from March 3, 2021, through December 31, 2021[205]. - The cash balance increased to $403,012 as of December 31, 2022, up from $4,602 as of December 31, 2021[203]. - Total liabilities increased to $2,744,550 as of December 31, 2022, compared to $147,280 as of December 31, 2021[203]. - The accumulated deficit as of December 31, 2022, was $(2,341,247), compared to $(3,230) as of December 31, 2021[203]. - The company has 7,392,855 ordinary shares subject to possible redemption at a redemption value of $10.35 per share as of December 31, 2022[203]. - The weighted average shares outstanding for the year ended December 31, 2022, were 4,898,504, compared to 1,848,214 for the prior period[205]. Governance and Compliance - The audit committee consists of independent directors, ensuring compliance with Nasdaq listing standards and SEC rules[146]. - Jiangping (Gary) Xiao qualifies as an "audit committee financial expert" as defined by SEC rules, enhancing the board's oversight capabilities[147]. - The compensation committee is responsible for overseeing executive compensation and ensuring compliance with Nasdaq and SEC requirements[149]. - The Company has established a compensation committee to review and approve executive compensation policies and plans, ensuring transparency and accountability[150]. - The Company does not intend to take actions to ensure management team retention post-business combination, indicating a focus on strategic alignment rather than personnel[145]. - As of December 31, 2022, the disclosure controls and procedures were not effective, indicating potential weaknesses in financial reporting[127]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal controls[130]. - All filing requirements applicable to executive officers and directors were believed to be filed in a timely manner[165]. Operational Status and Future Outlook - The company has not identified any specific business combination target and has not initiated substantive discussions with any potential targets[111]. - The company intends to utilize cash from the IPO proceeds, securities, debt, or a combination thereof for a business combination[112]. - The company was formed for the purpose of engaging in business combinations with one or more businesses or entities[214]. - The company is classified as an early stage and emerging growth company, subject to associated risks[215]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[85]. - If the trust account proceeds fall below $10.25 per share, the actual redemption amount may be less than this figure due to potential claims from creditors[81]. - The company may use a portion of offering proceeds held outside the trust account to repay loans from initial shareholders if unable to consummate an initial business combination[177]. - If the initial business combination is consummated, up to $500,000 of promissory notes may be converted into additional private units at a price of $10.00 per unit[177].
Embrace Change Acquisition (EMCG) - 2022 Q3 - Quarterly Report
2022-11-07 16:00
Disclosure Controls and Procedures - The company conducted an evaluation of its disclosure controls and procedures as of September 30, 2022, and concluded that they were not effective during the reporting period[106]. - There were no changes in internal control over financial reporting that materially affected the company's internal control during the fiscal quarter ended September 30, 2022[107]. Financial Activities - The company issued an aggregate of 1,437,500 ordinary shares to initial shareholders, resulting in 1,848,214 founder shares outstanding after adjustments[111]. - The IPO on August 12, 2022, generated total gross proceeds of $73,928,550 from the sale of 892,855 Units at an offering price of $10.00 per Unit[112]. - A private placement generated total proceeds of $3,737,500 from the sale of 373,750 Private Units, which are identical to the Units sold in the IPO[113]. - A total of $75,776,764 of the net proceeds from the IPO and Private Placement were deposited in a trust account for the benefit of public shareholders[114]. - Transaction costs for the IPO amounted to $3,898,030, including $739,286 in up-front underwriting fees[115]. Risk Factors and Legal Proceedings - The company has not disclosed any material changes to previously reported risk factors as of the date of this Quarterly Report[110]. - There were no legal proceedings reported during the fiscal quarter[109]. - The company has not reported any defaults upon senior securities[117].
Embrace Change Acquisition (EMCG) - 2022 Q2 - Quarterly Report
2022-08-11 16:00
Financial Operations - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational tasks and preparations for the IPO [85]. - The estimated net proceeds from the IPO and private placement are projected to be $67,125,000, or $77,118,750 if the underwriters' over-allotment option is fully exercised [86]. - Approximately $66,625,000, or $76,618,750 if the over-allotment option is exercised in full, will be held in a trust account for the benefit of public shareholders [86]. - Total gross proceeds from the IPO amounted to $73,928,550, with units sold at an offering price of $10.00 per unit [100]. - The private placement generated total proceeds of $3,737,500, with the sponsor agreeing to certain transfer restrictions until the completion of the initial business combination [101]. - As of August 12, 2022, a total of $75,776,763.75 of net proceeds from the IPO and private placement were deposited in a trust account [102]. - Transaction costs included $739,285.50 in upfront underwriting fees and a deferred discount of $2,587,499 [103]. Expenses and Costs - The company anticipates incurring approximately $70,000 in legal and accounting expenses, $100,000 for target business searches, and $50,000 for SEC filing obligations over the next 12 months [89]. - The company expects to incur increased expenses as a result of being a public company, including legal, financial reporting, and due diligence costs [85]. Risk Factors - There have been no material changes to previously disclosed risk factors as of the date of this report [98].
Embrace Change Acquisition (EMCG) - 2022 Q1 - Quarterly Report
2022-07-20 16:00
Financial Performance - The company reported a net loss of $3,230 for the three months ended March 31, 2022, consistent with the loss reported for the same period in 2021[12]. - The Company reported a net loss per share, with diluted loss per share being the same as basic loss per share due to the absence of dilutive securities[47]. - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational tasks and preparations for the IPO[83]. Assets and Equity - Total assets as of March 31, 2022, were $174,130, an increase from $169,050 as of December 31, 2021, representing a growth of approximately 2.4%[9]. - Total stockholders' equity remained stable at $21,770 as of March 31, 2022, unchanged from December 31, 2021[9]. - As of March 31, 2022, the company had 1,868,750 ordinary shares issued and outstanding, with a par value of $0.0001[9]. Cash and Liabilities - Cash balance at the end of the period was $4,602, unchanged from the previous period[20]. - The company has a promissory note related party liability of $152,360 as of March 31, 2022, up from $147,280 at the end of 2021, indicating a 2.3% increase[9]. - As of March 31, 2022, the Company had cash of $4,602 and a working capital deficit of $147,758, indicating financial challenges[33]. Business Combination Plans - The Company plans to conduct an initial public offering of 6,500,000 units at $10.00 per unit, potentially increasing to 7,475,000 units if the underwriters' over-allotment option is fully exercised[24]. - The Company will only complete a Business Combination if it has net tangible assets of at least $5,000,001 immediately prior to consummation[25]. - The Company has until 12 months from the closing of the Proposed Offering to complete a Business Combination, extendable to 18 months[29]. - There is no assurance that the Company will successfully complete a Business Combination, raising substantial doubt about its ability to continue as a going concern[33]. Costs and Expenses - The Company has incurred and expects to continue incurring significant costs in pursuit of financing and acquisition plans[33]. - The company expects to incur approximately $70,000 in legal and accounting expenses, $100,000 for target business searches, and $50,000 for SEC filing obligations related to the initial business combination[86]. - The company anticipates increased expenses as a public company, including legal, financial reporting, and due diligence costs[83]. Trust Account and Proceeds - The Company will hold the proceeds from the Proposed Offering in a Trust Account, which may only be invested in U.S. government treasury obligations or money market funds[24]. - Approximately $66.625 million, or $76.619 million if the over-allotment option is exercised in full, will be held in the trust account for the purpose of acquiring a target business[84]. - The remaining estimated $500,000 not held in the trust account will be used for operational expenses over the next 12 months[86]. Shareholder and Sponsor Commitments - The Sponsor has agreed to vote in favor of a Business Combination and not to redeem any shares in connection with such a vote[28]. - The Sponsor has committed to purchase 342,500 Private Units at $10.00 per Private Unit, totaling $3,425,000, which will be added to the net proceeds from the Proposed Offering[54]. - Each holder of a right will receive one-eighth (1/8) of one ordinary share upon consummation of a Business Combination[75]. Regulatory and Compliance - The company continues to be classified as an emerging growth company, allowing it to take advantage of certain regulatory exemptions[5]. - The Company is classified as an emerging growth company, allowing it to take advantage of certain exemptions from reporting requirements[35]. - The company has evaluated subsequent events up to July 20, 2022, and found no events requiring adjustment or disclosure in the financial statements[77]. Risk Factors - The company may need additional financing to complete its initial business combination or to meet obligations if a significant number of public shares are redeemed[87]. - There have been no material changes in risk factors since the last report, and the company has no off-balance sheet arrangements or contractual obligations[96][89].