IPO and Financing - The company completed its initial public offering (IPO) on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 units at a price of $10.00 per unit[21]. - A private placement was simultaneously executed, generating total proceeds of $3,737,500 from the sale of 373,750 private units at the same price of $10.00 per unit[23]. - The total net proceeds from the IPO and private placement amounted to $75,776,764, which were placed in a trust account for the benefit of public shareholders[25]. - Following the IPO, $75,776,764 was placed in a trust account, which may only be invested in U.S. government treasury obligations or certain money market funds[103]. - The anticipated per-share amount in the trust account is $10.25, which will be distributed to investors who redeem their shares[61]. - The company incurred offering costs of $3,898,030 during the IPO, including $2,587,499 for deferred underwriting commissions[216]. - The underwriter is entitled to a deferred fee of 3.50% of the gross proceeds of the Offering upon closing of the Business Combination, amounting to $2,587,499[120]. Business Strategy and Target Companies - The company intends to pursue target businesses primarily in the technology, internet, and consumer sectors, focusing on companies with established brands and stable cash flow[33]. - The management team emphasizes the importance of a strong management team in potential target companies, looking for those with entrepreneurial experience and adaptability[35]. - The company plans to evaluate target companies based on criteria such as having mature products, positive cash flow, and operating in industries with high barriers to entry[36]. - The company is not currently engaged in operations and will utilize cash from the IPO and private placement for its initial business combination[37]. - The management team has significant experience in identifying potential target businesses, with backgrounds in public companies and international markets[31]. - The company is not considering any business combinations with entities based in the People's Republic of China due to regulatory uncertainties[20]. - The company aims to acquire a target business with a fair market value of at least 80% of the trust account balance at the time of the agreement[45]. - The company plans to structure its initial business combination to acquire 100% of the equity interest or assets of the target business[50]. Business Combination and Redemption Rights - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account value at the time of the agreement[39]. - Shareholders will have the opportunity to redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[62]. - The company will only consummate an initial business combination if it has net tangible assets of at least $5,000,001 upon consummation[57]. - The company has until 12 months from the IPO closing to complete an initial business combination, with the possibility of extending this period up to 18 months through six one-month extensions[74]. - A deposit of $369,643 is required for each one-month extension, totaling up to $2,217,858 if the full six-month extension is utilized[74]. - If the initial business combination is not completed, public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for the pro rata share of the trust account[70]. - The company will distribute the aggregate amount in the trust account to public shareholders if it fails to consummate the initial business combination within the allotted time[75]. - The company’s initial shareholders have agreed to waive their redemption rights concerning their founder shares if the initial business combination is not completed within the specified period[76]. - Any redemption requests can be withdrawn at any time up to the vote on the proposed business combination[69]. Financial Performance and Position - The company had a net income of $410,646 for the year ended December 31, 2022, consisting of investment income of $764,689 offset by formation and operational costs of $354,043[114]. - As of December 31, 2022, the company had $403,012 in cash and no cash equivalents[117]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[113]. - The company reported a net income of $410,646 for the year ended December 31, 2022, compared to a net loss of $3,230 for the period from March 3, 2021, through December 31, 2021[205]. - The cash balance increased to $403,012 as of December 31, 2022, up from $4,602 as of December 31, 2021[203]. - Total liabilities increased to $2,744,550 as of December 31, 2022, compared to $147,280 as of December 31, 2021[203]. - The accumulated deficit as of December 31, 2022, was $(2,341,247), compared to $(3,230) as of December 31, 2021[203]. - The company has 7,392,855 ordinary shares subject to possible redemption at a redemption value of $10.35 per share as of December 31, 2022[203]. - The weighted average shares outstanding for the year ended December 31, 2022, were 4,898,504, compared to 1,848,214 for the prior period[205]. Governance and Compliance - The audit committee consists of independent directors, ensuring compliance with Nasdaq listing standards and SEC rules[146]. - Jiangping (Gary) Xiao qualifies as an "audit committee financial expert" as defined by SEC rules, enhancing the board's oversight capabilities[147]. - The compensation committee is responsible for overseeing executive compensation and ensuring compliance with Nasdaq and SEC requirements[149]. - The Company has established a compensation committee to review and approve executive compensation policies and plans, ensuring transparency and accountability[150]. - The Company does not intend to take actions to ensure management team retention post-business combination, indicating a focus on strategic alignment rather than personnel[145]. - As of December 31, 2022, the disclosure controls and procedures were not effective, indicating potential weaknesses in financial reporting[127]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal controls[130]. - All filing requirements applicable to executive officers and directors were believed to be filed in a timely manner[165]. Operational Status and Future Outlook - The company has not identified any specific business combination target and has not initiated substantive discussions with any potential targets[111]. - The company intends to utilize cash from the IPO proceeds, securities, debt, or a combination thereof for a business combination[112]. - The company was formed for the purpose of engaging in business combinations with one or more businesses or entities[214]. - The company is classified as an early stage and emerging growth company, subject to associated risks[215]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[85]. - If the trust account proceeds fall below $10.25 per share, the actual redemption amount may be less than this figure due to potential claims from creditors[81]. - The company may use a portion of offering proceeds held outside the trust account to repay loans from initial shareholders if unable to consummate an initial business combination[177]. - If the initial business combination is consummated, up to $500,000 of promissory notes may be converted into additional private units at a price of $10.00 per unit[177].
Embrace Change Acquisition (EMCG) - 2022 Q4 - Annual Report