Business Combination and Financing - The Company extended the Combination Period from August 12, 2023, to April 12, 2024, by depositing a total of $800,000 into the Trust Account[107]. - The Company borrowed $600,000 from an unrelated third party for a potential business combination, which is unsecured and non-interest bearing[118]. - The company borrowed $841,112 from its Chief Financial Officer in the form of convertible promissory notes for working capital purposes[136]. - The company expects to incur significant costs in pursuing its financing and acquisition plans, raising concerns about its ability to continue as a going concern if a business combination is not completed by August 12, 2025[140]. - The company intends to use funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates[133]. Shareholder and Compliance Issues - A total of 1,440,891 ordinary shares were redeemed at a price of approximately $10.68 per share, resulting in an aggregate redemption amount of $15,385,924[104]. - As of September 30, 2024, there were 2,224,131 ordinary shares subject to possible redemption outstanding[106]. - The Company received a delisting determination letter from Nasdaq due to non-compliance with Listing Rule 5450(a)(2) regarding the minimum number of holders of its ordinary shares[109]. - The Company submitted a compliance plan to Nasdaq on November 27, 2023, to regain compliance with Listing Rule 5450(a)(2)[109]. - The Company regained compliance with the filing requirement in Listing Rule 5250(c) on September 16, 2024, and is subject to a mandatory panel monitor for one year[125]. - The Company received a notification from Nasdaq for failing to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2023[110]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $227,631, down from $454,799 in the same period of 2023, reflecting a decrease of approximately 50%[127]. - For the nine months ended September 30, 2024, the company had a net income of $1,212,138, compared to $1,969,273 for the same period in 2023, indicating a decline of about 38.5%[128]. - As of September 30, 2024, the company had cash of $13,053 and a working capital deficit of $2,783,677[133]. - The company has no long-term debt or capital lease obligations as of September 30, 2024[143]. - The company has no off-balance sheet arrangements or commitments as of September 30, 2024[141]. Initial Public Offering - 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[129]. Interest Expenses - The Company recorded $3,513 in interest expenses under a promissory note for the three and nine months ended September 30, 2024[120]. - The company recorded $3,513 in interest expenses under a promissory note with a third party for the three and nine months ended September 30, 2024[139]. Combination Period Extensions - The Company has the right to extend the Combination Period eleven more times for an additional one month each time, from September 12, 2024, to August 12, 2025[124].
Embrace Change Acquisition Corp.(EMCGU) - 2024 Q3 - Quarterly Report