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Embrace Change Acquisition Corp.(EMCGU) - 2023 Q2 - Quarterly Report
2023-08-11 20:11
Financial Performance - The company reported a net income of $1,514,474 for the six months ended June 30, 2023, compared to $0 for the same period in 2022[6]. - Basic and diluted net income per ordinary share for the six months ended June 30, 2023, was $0.16, up from $0.00 in the prior year[6]. - The Company reported a net income of $820,420 for the three months ended June 30, 2023, resulting in a basic and diluted net income per ordinary share of $0.08[46]. - The Company had a net income of $1,514,474 for the six months ended June 30, 2023, compared to a net loss of $0 for the same period in 2022, driven by investment income of $1,763,533 and operating costs of $249,059[85]. Assets and Liabilities - Total assets as of June 30, 2023, were $78,627,171, an increase from $76,944,986 as of December 31, 2022, representing a growth of 2.2%[4]. - Cash and marketable securities held in trust account increased to $78,304,986 as of June 30, 2023, compared to $76,541,453 at the end of 2022, marking a rise of 2.3%[4]. - The company had total current liabilities of $324,762 as of June 30, 2023, compared to $157,051 at the end of 2022, indicating an increase of 106.7%[4]. - Accumulated deficit increased to $(2,590,306) as of June 30, 2023, from $(2,341,247) at the end of 2022, reflecting a deterioration of 10.6%[5]. - As of June 30, 2023, the Company had $287,183 in cash in its operating bank account[23]. - As of June 30, 2023, the Company had $287,183 cash held in its operating bank account as of June 30, 2023, with no significant risks identified related to concentration of credit risk[44]. - As of June 30, 2023, the Company had $287,183 in cash on its balance sheet and a working capital deficit of $2,577[89]. Initial Public Offering (IPO) - 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[12]. - The Company incurred offering costs of $3,898,030 related to the IPO, including $2,587,499 for deferred underwriting commissions[12]. - The Company incurred offering costs of approximately $3,898,030 related to the Initial Public Offering, which included $739,286 of up-front underwriting fees and a deferred discount of $2,587,499[36]. - The underwriters received a cash underwriting discount of 1.00% of the gross proceeds of the Offering, amounting to $739,286, with a deferred fee of 3.50% totaling $2,587,499 upon closing of the Business Combination[61]. - 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 $10.00 per unit[86][100]. Business Combination and Future Plans - The Company has the right to extend the business combination period up to twelve times for an additional month each time, with an extension payment of the lesser of $100,000 or $0.045 per outstanding public share[19]. - On August 9, 2023, shareholders approved extending the Combination Period up to 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[74]. - The Company made a deposit of $100,000 on August 10, 2023, to extend the Combination Period from August 12, 2023, to September 12, 2023[76]. - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern if it fails to complete a business combination[25]. - The Company plans to use funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates and related expenses[89]. - The Company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[80]. Shareholder Information - As of August 9, 2023, 1,550,710 ordinary shares were tendered for redemption, leaving 8,138,038 ordinary shares outstanding[19]. - The Company has 2,295,893 ordinary shares issued and outstanding as of June 30, 2023, excluding 7,392,855 ordinary shares subject to possible redemption[66]. - The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share, with each share entitled to one vote[63]. - The Company issued 1,437,500 ordinary shares to initial shareholders prior to the offering, which increased to 2,156,250 shares after a 0.50 share dividend[64]. Investment and Income - Investment income earned on investments held in the Trust Account for the six months ended June 30, 2023, was $1,763,533, compared to $0 for the same period in 2022[9]. - The Company has not recognized any unrecognized tax benefits as of June 30, 2023, and has a tax provision of zero from inception to the same date[41]. - The Company has not engaged in any operations or generated revenues to date, with future income expected only after completing a business combination[84]. Accounting and Compliance - The Company adopted ASU 2020-06 and ASU 2016-13 accounting standards, with no material impact on its financial statements or results of operations[42][43]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[27]. - The Company is classified as an emerging growth company and a smaller reporting company[2].
Embrace Change Acquisition Corp.(EMCGU) - 2023 Q1 - Quarterly Report
2023-05-22 10:57
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, indicating a significant improvement[5]. - Basic and diluted net income per ordinary share was $0.07 for the three months ended March 31, 2023, compared to $0.00 for the same period in 2022[5]. - 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[76]. 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%[4]. - Cash and marketable securities held in trust account increased to $77,363,770 as of March 31, 2023, from $76,541,453 as of December 31, 2022[4]. - Total current liabilities rose to $280,264 as of March 31, 2023, compared to $157,051 as of December 31, 2022, representing an increase of approximately 78.3%[4]. - The accumulated deficit increased to $(2,469,510) as of March 31, 2023, from $(2,341,247) as of December 31, 2022, reflecting a rise in losses[6]. - The Company had $398,483 in cash held in an escrow bank account as of March 31, 2023, and $403,012 in cash outside of the trust account as of December 31, 2022[20][26]. Shareholder Information - The company had 9,688,748 ordinary shares outstanding as of May 16, 2023, compared to 1,848,214 shares in the same period last year, indicating a significant increase in shares issued[2]. - The Company has 7,392,855 ordinary shares subject to possible redemption, classified as temporary equity, with a redemption threshold ensuring net tangible assets remain above $5,000,001[35]. - The Company will provide shareholders the opportunity to redeem their Public Shares for a pro rata portion of the Trust Account amount, initially set at $10.25 per share[16]. Initial Public Offering (IPO) - 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[77]. - Offering costs associated with the IPO amounted to $3,898,030, which included $739,286 in up-front underwriting fees and a deferred discount of $2,587,499[46]. - Following the IPO, $75,776,764 was placed in a trust account, amounting to $10.25 per unit[79]. - A total of $75,776,764 of the net proceeds from the IPO and the Private Placement were deposited in a trust account for the benefit of public shareholders, including $72,039,264 from the IPO[92]. 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[10]. - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern if it does not complete a Business Combination[22]. - The Company has until 12 months from the IPO closing to consummate a Business Combination, extendable to 18 months[18]. - The Company expects to incur approximately $500,000 for legal, accounting, due diligence, travel, and other expenses associated with structuring and negotiating business combinations[81]. Regulatory and Compliance - The Company is classified as an emerging growth company, subject to risks associated with early-stage companies[10]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[24]. - There has been no change in the Company's internal control over financial reporting that materially affected its effectiveness during the fiscal quarter ended March 31, 2023[87]. - The company has not reported any defaults upon senior securities[93]. - There have been no material changes to the previously disclosed risk factors as of the date of this report[88]. Private Placement - The Company completed a private placement generating total proceeds of $3,737,500 from the sale of 373,750 units[12]. - The 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[91].
Embrace Change Acquisition Corp.(EMCGU) - 2022 Q4 - Annual Report
2023-03-07 21:03
Financial Performance - As of December 31, 2022, the company had a net income of $410,646, consisting of investment income of $764,689 offset by formation and operational costs of $354,043[97] - For the year ended December 31, 2022, the company reported a net income of $410,646 compared to a net loss of $3,230 for the period from March 3, 2021 (inception) through December 31, 2021[180] - The company had net cash used in operating activities of $(197,513) for the year ended December 31, 2022[183] - The basic and diluted net loss per share for the year ended December 31, 2022, was $0.08, with a net loss of $410,646[220] Initial Public Offering (IPO) - The company completed its IPO on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 Public Units, with each unit priced at $10.00[84] - The company incurred $739,286 in underwriting discounts and commissions related to the IPO, excluding a deferred fee of 3.50% payable upon the consummation of a business combination[89] - Offering costs associated with the Initial Public Offering amounted to $3,898,030, which included $739,286 in up-front underwriting fees[211] - The Company completed its Initial Public Offering on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 Units at $10.00 per Unit[222] Trust Account and Cash Management - The company placed $75,776,764 in a trust account, which may only be invested in U.S. government treasury obligations or money market funds until a business combination is completed[87] - As of December 31, 2022, the company had $403,012 in cash and no cash equivalents, with substantially all assets in the trust account held in U.S. treasury bills[100] - The company had cash of $403,012 as of December 31, 2022, compared to only $4,602 as of December 31, 2021[177] - The company had cash liquidity needs satisfied through a $25,000 payment from the Sponsor and a loan of $159,478 from the Sponsor prior to the IPO[198] Business Combination and Strategy - The company has not identified any specific business combination target and is not limited to a particular industry or geographic region[93] - The company intends to utilize cash from the IPO proceeds, securities, debt, or a combination thereof for a business combination[94] - The company may seek shareholder approval for a business combination, requiring net tangible assets of at least $5,000,001 prior to consummation[88] - The company has until 12 months from the closing of the IPO to complete a Business Combination, extendable to 18 months if necessary[194] Corporate Governance - The audit committee consists of independent directors Jiangping (Gary) Xiao, Mo Zhou, and Hang Zhou, with Jiangping (Gary) Xiao serving as chair[124] - The compensation committee, chaired by Hang Zhou, is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers[126] - The company has established a nominating committee composed of independent directors to oversee the selection of board nominees[129] - The independent directors will have regularly scheduled meetings to discuss affiliated transactions, ensuring terms are favorable[120] Internal Controls and Compliance - As of December 31, 2022, the company's disclosure controls and procedures were deemed not effective by the Certifying Officers[107] - The company does not expect that its disclosure controls will prevent all errors and instances of fraud, providing only reasonable assurance[108] - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[110] Shareholder Information - The company has 9,688,748 ordinary shares issued and outstanding as of March 7, 2023[148] - Initial shareholders purchased 1,437,500 ordinary shares prior to the IPO, which increased to 2,156,250 shares after a 0.50 share dividend[150] - The company will provide shareholders the opportunity to redeem their Public Shares for a pro rata portion of the amount in the Trust Account upon completion of a Business Combination[190] - Initial shareholders have agreed not to transfer their founder shares until six months after the initial business combination[150] Financial Position and Assets - Total current assets increased to $403,533 as of December 31, 2022, up from $169,050 as of December 31, 2021[177] - Total liabilities rose to $2,744,550 as of December 31, 2022, compared to $147,280 as of December 31, 2021[177] - The total stockholders' deficit was $(2,341,017) as of December 31, 2022, compared to a total stockholders' equity of $21,770 as of December 31, 2021[177] - The estimated fair value of investments held in the Trust Account was $76,541,453 as of December 31, 2022, compared to $0 as of December 31, 2021[205] Future Outlook and Growth Initiatives - The company is currently evaluating the impact of the COVID-19 pandemic on its financial position, but the specific impact remains undetermined[221] - The company is considering strategic acquisitions to enhance its product offerings and market presence[257] - A new marketing strategy has been implemented, aiming to increase brand awareness and customer engagement by F%[258] - The management team emphasized the importance of sustainability initiatives, aiming to reduce carbon emissions by I% over the next five years[260]
Embrace Change Acquisition Corp.(EMCGU) - 2022 Q2 - Quarterly Report
2022-08-12 21:03
Company Operations and Financial Status - 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 [86]. - The company has received $25,000 from the sale of founder shares and $159,478 in advances from its sponsor to meet liquidity needs [87]. - The company has no off-balance sheet arrangements or material commitments as of the report date [92]. IPO and Financial Projections - 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 [87]. - 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 [87]. - As of August 12, 2022, a total of $75,776,763.75 from the IPO and private placement was deposited in a trust account [103]. - The company anticipates using substantially all net proceeds from the IPO and private units to acquire target businesses and cover related expenses [89]. Post-IPO Expenses and Financing Needs - The company expects to incur significant expenses post-IPO, including approximately $70,000 for legal and accounting expenses, $100,000 for target business searches, and $180,000 for utilities and administrative support [92]. - The company may need additional financing to complete its initial business combination or to meet obligations if cash on hand is insufficient [91]. Risk Factors - There have been no material changes to previously disclosed risk factors as of the report date [99].
Embrace Change Acquisition Corp.(EMCGU) - 2022 Q1 - Quarterly Report
2022-07-20 23:02
Financial Position - As of March 31, 2022, total assets amounted to $174,130, an increase from $169,050 as of December 31, 2021, reflecting a growth of approximately 3.2%[9] - Total stockholders' equity remained unchanged at $21,770 from December 31, 2021, indicating stability in the company's financial position[9] - The company had cash of $4,602 as of March 31, 2022, which was the same as the cash balance reported at the end of the previous year[9] - The promissory note from a related party increased to $152,360 from $147,280, representing a rise of approximately 3.3%[9] - Deferred offering costs increased to $169,528 from $164,448, reflecting a rise of approximately 3.3%[9] - As of March 31, 2022, the Company had cash of $4,602 and a working capital deficit of $147,758[36] - The Company has incurred significant costs in pursuit of financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern[36] - The company has not experienced losses on its cash account, which may exceed the Federal depository insurance coverage of $250,000[52] - The company has received $25,000 from the sale of founder shares and $152,360 in advances from its sponsor, Wuren Fubao Inc.[88] - There have been no material changes in the company's financial or trading position since the date of the audited financial statements[87] - The company has no off-balance sheet arrangements or contractual obligations as of the date of the report[94] Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial business combination[25] - The company has not engaged in any operations or generated any revenues to date, focusing solely on organizational activities and preparing for the IPO[87] IPO and Business Combination - 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[26] - The Company will provide shareholders the opportunity to redeem Public Shares for a pro rata portion of the Trust Account, initially valued at $10.25 per share[30] - The Company must have net tangible assets of at least $5,000,001 immediately prior to or upon consummation of a Business Combination[27] - The Company has until 12 months from the closing of the Proposed Offering to complete a Business Combination, extendable to 18 months[32] - If a Business Combination is not completed within the Combination Period, the Company will redeem 100% of outstanding Public Shares at a price equal to the amount in the Trust Account[32] - 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[88] - Approximately $66,625,000, or $76,618,750 if the over-allotment is exercised in full, will be held in the trust account for the initial business combination[88] - 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[94] - The company anticipates that the $500,000 of net proceeds not held in the trust account will be sufficient to operate for at least the next 12 months, assuming no business combination occurs[91] - The Sponsor has agreed to vote in favor of a Business Combination and not to redeem any shares in connection with such a vote[31] - The Company has granted EF Hutton a right of first refusal for future equity and debt offerings for a period of six months following the closing of the offering[72] - The Company may call the Warrants for redemption at a price of $0.01 per warrant if the ordinary share price exceeds $18 for any 20 trading days within a 30-trading day period[76] - The proceeds from the sale of Private Units will be used to fund the redemption of Public Shares if a Business Combination is not completed within the Combination Period[59] Shareholder Information - The weighted average shares outstanding remained at 1,625,000 for the periods reported[12] - The Company has authorized 500,000,000 ordinary shares, with 1,868,750 shares issued and outstanding as of July 20, 2022[5] - 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[59] - Each holder of a right will receive one-eighth (1/8) of one ordinary share upon consummation of a Business Combination, with no additional consideration required[79] - The underwriters will receive a cash underwriting discount of 1.00% of the gross proceeds, amounting to $650,000, and a deferred fee of 3.50%, totaling $2,275,000, upon closing of the Business Combination[69]