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 Q4 - Annual Report