Embrace Change Acquisition Corp.(EMCGU) - 2022 Q1 - Quarterly Report

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]