Embrace Change Acquisition (EMCG) - 2023 Q4 - Annual Report

Financial Arrangements - The Company made six tranches of deposits totaling $600,000 to the Trust Account, extending the Combination Period to April 12, 2024[28]. - The Company may use proceeds held outside the Trust Account to repay Working Capital Loans if a Business Combination does not close[29]. - The Company has not yet deposited the required $400,000 to extend the Termination Date to August 12, 2024[28]. Borrowing and Loans - As of December 31, 2023, the Company borrowed $90,112 under Working Capital Loans, which is included in the November 2023 Convertible Note[29]. Combination Period and Rights - The Company has the right to extend the Combination Period for an additional four months, potentially extending the Termination Date to August 12, 2024[28]. - Initial shareholders have agreed to waive their redemption rights regarding founder shares if the initial business combination is not completed within the specified period[33]. Internal Controls - The Company assessed its internal control over financial reporting and determined it did not maintain effective controls as of December 31, 2023, due to material weaknesses[345]. - Management's assessment of internal controls highlighted inadequate segregation of duties and insufficient written policies[345]. Audit Committee - The audit committee consists of three independent members, including Jiangping (Gary) Xiao, who serves as the chair[357]. Management Positions - The Company does not intend to ensure that management team members maintain their positions post-business combination, although some may negotiate arrangements[356].