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) - 2023 Q1 - Quarterly Report