Embrace Change Acquisition (EMCGR) 10-Q 12 Aug 22 2022 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2022	Aug. 12, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Entity Registrant Name	EMBRACE CHANGE ACQUISITION CORP.
Entity Central Index Key	0001869601
Document Period End Date	Jun. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Document Quarterly Report	true
Document Transition Report	false
Current Fiscal Year End Date	--12-31
Entity File Number	001-41397
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	5186 Carroll Canyon Rd
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	688-4965
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		9,688,747
Capital Units
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one ordinary share and one warrant
Trading Symbol	EMCGU
Security Exchange Name	NASDAQ
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares
Trading Symbol	EMCG
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	EMCGW
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)		Jun. 30, 2022	Dec. 31, 2021
ASSETS
Current asset – cash		$ 3,602	$ 4,602
Deferred offering costs		177,646	164,448
Total Assets		181,248	169,050
Current Liabilities
Promissory note – related party		159,478	147,280
Total Current Liabilities		159,478	147,280
Commitments and Contingencies
Stockholders' Equity
Ordinary Shares, par value $0.0001; 500,000,000 shares authorized; 1,868,750 issued and outstanding	[1]	187	187
Additional paid-in capital		24,813	24,813
Accumulated deficit		(3,230)	(3,230)
Total Stockholders' Equity		21,770	21,770
Total Liabilities and Stockholders' Equity		$ 181,248	$ 169,050
[1]Includes an aggregate of 243,750 shares of Ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part.

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical) - $ / shares	4 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Common stock par or stated value per share		$ 0.0001	$ 0.0001
Common stock shares authorized		500,000,000	500,000,000
Common stock shares issued		1,868,750	1,868,750
Common stock shares outstanding		1,868,750	1,868,750
Number of shares forfeited during the period	243,750	243,750

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended			4 Months Ended		6 Months Ended
	Jun. 30, 2022		Jun. 30, 2021	Jun. 30, 2021		Jun. 30, 2022
Operating costs				$ (3,230)
Net Loss				$ (3,230)
Weighted average shares outstanding, basic	1,625,000	[1]	1,625,000	1,625,000	[1]	1,625,000	[1]
Weighted average shares outstanding, diluted	1,625,000	[1]	1,625,000	1,625,000	[1]	1,625,000	[1]
Basic net loss per ordinary share	$ 0		$ 0	$ 0		$ 0
Diluted net loss per ordinary share	$ 0		$ 0	$ 0		$ 0
[1]Excludes an aggregate of 243,750 shares of Ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part.

Statements of Operations (Paren

Statements of Operations (Parenthetical)	6 Months Ended
	Jun. 30, 2022 shares
Income Statement [Abstract]
Weighted average number of shares, common stock subject to repurchase or cancellation	243,750

Statements of Changes Stockhold

Statements of Changes Stockholders' Equity - USD ($)		Total	Ordinary Shares	Additional Paid-In Capital	Accumulated Deficit
Beginning balance, Shares at Mar. 02, 2021			0
Beginning balance at Mar. 02, 2021		$ 0	$ 0	$ 0	$ 0
Net Loss		(3,230)			(3,230)
Ending balance, Shares at Mar. 31, 2021			0
Ending balance at Mar. 31, 2021		(3,230)	$ 0	0	(3,230)
Beginning balance, Shares at Mar. 02, 2021			0
Beginning balance at Mar. 02, 2021		0	$ 0	0	0
Net Loss		(3,230)
Ending balance, Shares at Jun. 30, 2021			1,868,750
Ending balance at Jun. 30, 2021		21,770	$ 187	24,813	(3,230)
Beginning balance, Shares at Mar. 31, 2021			0
Beginning balance at Mar. 31, 2021		(3,230)	$ 0	0	(3,230)
Issuance of Ordinary shares to Sponsor, Shares	[1]		1,868,750
Issuance of Ordinary shares to Sponsor	[1]	25,000	$ 187	24,813
Ending balance, Shares at Jun. 30, 2021			1,868,750
Ending balance at Jun. 30, 2021		21,770	$ 187	24,813	(3,230)
Beginning balance, Shares at Dec. 31, 2021	[1]		1,868,750
Beginning balance at Dec. 31, 2021		21,770	$ 187	24,813	(3,230)
Net Loss					0
Ending balance, Shares at Mar. 31, 2022	[1]		1,868,750
Ending balance at Mar. 31, 2022		21,770	$ 187	24,813	(3,230)
Beginning balance, Shares at Dec. 31, 2021	[1]		1,868,750
Beginning balance at Dec. 31, 2021		21,770	$ 187	24,813	(3,230)
Ending balance, Shares at Jun. 30, 2022	[1]		1,868,750
Ending balance at Jun. 30, 2022		21,770	$ 187	24,813	(3,230)
Beginning balance, Shares at Mar. 31, 2022	[1]		1,868,750
Beginning balance at Mar. 31, 2022		21,770	$ 187	24,813	(3,230)
Net Loss					0
Ending balance, Shares at Jun. 30, 2022	[1]		1,868,750
Ending balance at Jun. 30, 2022		$ 21,770	$ 187	$ 24,813	$ (3,230)
[1]Includes an aggregate of 243,750 shares of Ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part.

Statements of Changes Stockho_2

Statements of Changes Stockholders' Equity (Parenthetical) - shares	4 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022
Statement of Stockholders' Equity [Abstract]
Number of shares forfeited during the period	243,750	243,750

Statements of Cash Flows

Statements of Cash Flows - USD ($)	1 Months Ended	4 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2022
Cash flows from Operating Activities:
Net Loss	$ (3,230)	$ (3,230)
Changes in operating assets and liabilities:
Operating costs		3,230
Net cash used in operating activities		0
Cash Flows from Financing Activities:
Proceeds from issuance of Ordinary shares to Sponsor		25,000
Proceeds from Promissory note		100,500
Payment of offering costs		(104,125)	(1,000)
Net cash provided by (used in) financing activities		21,375	(1,000)
Net Change in Cash		21,375	(1,000)
Cash – Beginning of period	$ 0	0	4,602
Cash – Ending of period		21,375	3,602
Supplemental Disclosures of Noncash Financing Activities
Deferred offering costs included in promissory note		$ 0	$ 12,198

Description of Organization, Bu

Description of Organization, Business Operations and Going Concern	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Going Concern	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Embrace Change Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on March 3, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company may pursue a business combination target in any business or industry. At June 30, 2022, the Company had not yet commenced any operations. All activity through June 30, 2022 relates to the Company’s formation and the Proposed Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 6,500,000 units at $10.00 per unit (or 7,475,000 units if the underwriters’ over-allotment option is exercised in full) (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) which is discussed in Note 3 (the “Proposed Offering”) and the sale of 342,500 Units (or 376,625 Units if the underwriters’ over-allotment option is exercised in full) (the “Private Units”) at a price of $10.00 per Unit in a private placement to the Company’s sponsor, Wuren Fubao Inc. (the “Sponsor”), that will close simultaneously with the Proposed Offering. The Company intends to list the Units on the Nasdaq Global Market (“NASDAQ”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post- Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering, including the proceeds of the sale of the Private Units, will be held in a trust account (“Trust Account”) and may be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a business combination only if the Company have net tangible assets of at least $5,000,001 immediately prior to or upon such consummation and, solely if a vote is held to approve a business combination, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. The shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per- share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These ordinary shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its founder shares, the ordinary shares included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Proposed Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and Articles of Association with respect to the Company’s pre-Business pre-Business The Company will have until 12 months from the closing of the Proposed Offering (or up to 18 months from the closing of this offering if the Company extend the period of time to consummate a business combination by the full amount of time) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Offering price per Unit ($10.00). The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.25 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration At December 31, 2021, the Company had cash of $4,602 and working capital deficit of $142,678. At June 30, 2022, the Company had cash of $3,602 and working capital deficit of $155,876. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3. The Company cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from its inability to consummate this offering or its inability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation​​​​​​​ The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging used.​​​​​​​ Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had $4,602 cash and there were no cash equivalents. As of June 30, 2022, the Company had $3,602 cash and there were no cash equivalents. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The provision for income taxes was deemed to be de minimis for the period from March 3, 2021 (inception) to June 30, 2021 and six month ended June 30, 2022. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 243,750 shares of Ordinary shares that are subject to forfeiture if the over- allotment option is not exercised by the underwriters (see Note 7). At June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19

Proposed Offering

Proposed Offering	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Proposed Offering	NOTE 3. PROPOSED OFFERING Pursuant to the Proposed Offering, the Company will offer for sale up to 6,500,000 Units (or 7,475,000 Units if the underwriters’ overallotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one ordinary share, one warrant (“Public Warrant”) and one right. Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per whole share (see Note 7). Each right entitles the holder thereof to receive one-eighth

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT The Sponsor has committed to purchase an aggregate of 342,500 Private Units (or 376,625 Private Units if the underwriters’ over-allotment is exercised in full) at a price of $10.00 per Private Unit, ($3,425,000 in the aggregate, or $3,766,250 in the aggregate if the underwriters’ over-allotment is exercised in full), from the Company in a private placement that will occur simultaneously with the closing of the Proposed Offering. The proceeds from the sale of the Private Units will be added to the net proceeds from the Proposed Offering held in the Trust Account. The Private Units are identical to the Units sold in the Proposed Offering, except for the private warrants (“Private Warrants”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Ordinary shares During the period ended December 31, 2021, the Company issued an aggregate of 2,156,250 shares of Ordinary shares to the Sponsor for an aggregate purchase price of $25,000 in cash. On July 1, 2022, the sponsor surrendered an aggregate of 287,500 founder shares for no consideration, which surrender was effective retroactively, resulting in 1,868,750 shares being outstanding. Such Ordinary shares includes an aggregate of up to 281,250 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Proposed Offering (assuming the initial shareholders do not purchase any Public Shares in the Proposed Offering and excluding the Private Units and underlying securities). Subject to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to initial business combination, the Company consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note — Related Party On April 20, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $200,000, to be used for payment of costs related to the Proposed Offering. The note is non-interest Administrative Services Arrangement ARC Group Limited, the financial advisor of the Company’s Sponsor, has agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including utilities and secretarial and administrative support as may be reasonably required by the Company. The Company has agreed to pay ARC Group Limited $10,000 per month for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The initial shareholders and their permitted transferees can demand that the Company register the founder shares, the private units and the underlying private shares and private warrants, and the units issuable upon conversion of working capital loans and the underlying ordinary shares, warrants and rights, pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of such securities are entitled to demand that the Company register these securities at any time after consummation of an initial business combination. Notwithstanding anything to the contrary, any holder that is affiliated with an underwriter participating in this offering may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after our consummation of a business combination; provided that any holder that is affiliated with an underwriter participating in this offering may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement. Underwriting Agreement The Company will grant the underwriters a 45-day The underwriters will be entitled to a cash underwriting discount of: (i) one percent (1.00%) of the gross proceeds of the Proposed Offering, or $650,000 (or up to $747,500 if the underwriters’ over-allotment is exercised in full). In addition, the underwriters are entitled to a deferred fee of three point five percent (3.50%) of the gross proceeds of the Proposed Offering, or $2,275,000 (or up to $2,616,250 if the underwriters’ over- allotment is exercised in full) upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. In addition, the Company shall pay the representative of the underwriters, at closing of the Proposed Public Offering, 1.00% of the gross proceeds in the Company’s ordinary shares or 65,000 ordinary shares (or up to 74,750 ordinary shares if the underwriters’ over-allotment is exercised in full). Right of First Refusal For a period beginning on the closing of this offering and ending 6 months from the closing of a business combination, the Company have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as sole investment banker, sole book running manager and/or sole placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales in this offering.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 7. STOCKHOLDERS’ EQUITY Ordinary Shares Warrants The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: • at any time while the Warrants are exercisable, • upon not less than 30 days’ prior written notice of redemption to each Warrant holder, • if, and only if, the reported last sale price of the ordinary share equals or exceeds $18 per share, for any 20 trading days within a 30-trading • if, and only if, there is a current registration statement in effect with respect to the ordinary share underlying such warrants at the time of redemption and for the entire 30-day The private warrants (including the ordinary shares issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination and they will not be redeemable by the Company so long as they are held by the initial shareholders or their permitted transferees. The initial shareholders, or their permitted transferees, have the option to exercise the private warrants on a cashless basis. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary share issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of ordinary share at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. Rights one-eighth as- Additionally, in no event will the Company be required to net cash settle the rights. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights. Accordingly, the rights may expire worthless.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the audited financial statements were available to issue. On August 12, 2022, Embrace Change Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) (as disclosed in Note 3) of 7,392,855 units (the “Units”), including the issuance of 829,855 Units as a result of the partial exercise by EF Hutton, division of Benchmark Investments, LLC (the “Representative”) of its over-allotment option (the “Over-Allotment Option”). Each Unit consists of one ordinary share, one warrant and one right. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described in the prospectus. Each right entitles the holder thereof to acquire one-eighth of one ordinary share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $73,928,550. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with the Sponsor of 373,750 units (the “Private Units”), generating total proceeds of $3,737,500. As of August 12, 2022, a total of $75,776,763.75 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public shareholders.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging used.​​​​​​​
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021, the Company had $4,602 cash and there were no cash equivalents. As of June 30, 2022, the Company had $3,602 cash and there were no cash equivalents.
Deferred offering costs	Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations.
Income taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The provision for income taxes was deemed to be de minimis for the period from March 3, 2021 (inception) to June 30, 2021 and six month ended June 30, 2022.
Net loss per share	Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 243,750 shares of Ordinary shares that are subject to forfeiture if the over- allotment option is not exercised by the underwriters (see Note 7). At June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term
Recently issued accounting pronouncements	Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Risks and Uncertainties	Risks and Uncertainties Management is currently evaluating the impact of the COVID-19

Description of Organization, _2

Description of Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Share Price	$ 10.25
Percentage Of Public Shares To Be Redeemed On Non Completion Of Business Combination	100%
Dissolution Expense	$ 50,000
Cash	3,602	$ 4,602
working capital (deficit)	$ 155,876	$ 142,678
U S Government Securities [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Restricted Investments Term	185 days
Minimum [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Percentage Of Fair Market Value Of Target Business To Asset Held In Trust Account	80%
Net Tangible Assets Required For Consummation Of Business Combination	$ 5,000,001
Minimum [Member] | Business Combination [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Percentage of Voting Interests Acquired	50%
Private Placement Warrants [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Class Of Warrants and Rights Issued During the Period	342,500
Class Of Warrants and Rights Issued, Price Per Warrant	$ 10
IPO [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock issued during period shares	6,500,000
Share Price	$ 10
Over-Allotment Option [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Stock issued during period shares	7,475,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Class Of Warrants and Rights Issued During the Period	376,625
Proposed Public Offering [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Share Price	$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash	$ 3,602	$ 4,602
Cash equivalents	0	0
Unrecognized tax benefits	0	0
Accrued for interest and penalties	$ 0	$ 0
Weighted average number of shares reduced	243,750
Antidilutive securities excluded from computation of earnings per share, amount	0
FDIC Insured Amount	$ 250,000

Proposed Offering - Additional

Proposed Offering - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Stockholders Equity Note [Line Items]
Share Price | $ / shares	$ 10.25
Stock conversion basis	1/8
Common Class A [Member]
Stockholders Equity Note [Line Items]
Stock conversion basis	1/8
Public Warrants [Member] | Common Class A [Member]
Stockholders Equity Note [Line Items]
Shares issuable | shares	1
Exercise price of warrant | $ / shares	$ 11.5
IPO [Member]
Stockholders Equity Note [Line Items]
Stock issued during period shares | shares	6,500,000
Share Price | $ / shares	$ 10
Over-Allotment Option [Member]
Stockholders Equity Note [Line Items]
Stock issued during period shares | shares	7,475,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - Private Placement Warrants [Member]	6 Months Ended
	Jun. 30, 2022 USD ($) $ / shares shares
Proceeds from issuance of private placement | $	$ 3,425,000
Class Of Warrants and Rights Issued During the Period | shares	342,500
Class Of Warrants and Rights Issued, Price Per Warrant | $ / shares	$ 10
Over-Allotment Option [Member]
Proceeds from issuance of private placement | $	$ 3,766,250
Class Of Warrants and Rights Issued During the Period | shares	376,625

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)			4 Months Ended	6 Months Ended	12 Months Ended
	Jul. 01, 2022	Apr. 20, 2021	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Shares subject to forfeiture			243,750	243,750
Proceeds from related party debt			$ 100,500
Working Capital Loan [Member]
Debt instrument convertible Into warrants				$ 500,000
Debt instrument conversion price				$ 10
Proposed Offering [Member]
Stock issued during period shares				975,000
Subsequent Event [Member]
Shares subject to forfeiture	243,750
Subsequent Event [Member] | Proposed Offering [Member]
Common stock, threshold percentage on conversion of shares	20%
Sponsor [Member]
Stock issued during period shares					2,156,250
Stock issued during period					$ 25,000
Sponsor [Member] | Promissory Note [Member]
Debt Instrument, face amount		$ 200,000		$ 159,478	$ 147,280
Debt instrument interest rate		0%
Proceeds from related party debt		$ 650,000
Sponsor [Member] | Subsequent Event [Member]
Stock issued during period shares	1,625,000
Shares subject to forfeiture	281,250
Sponsor [Member] | Subsequent Event [Member] | Founder Shares
Stock issued during period shares	287,500
Temporary equity shares outstanding	1,868,750
Administrative Services Arrangement [Member]
Related party transaction, amounts of transaction				$ 10,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2022 USD ($) shares
Commitments And Contingencies Disclosure [Line Items]
Underwriting discount percentage	1%
Deferred Underwriting Commission Percentage	3.50%
Percenatge of gross proceeds of the ordinary shares	1%
Over-Allotment Option [Member]
Commitments And Contingencies Disclosure [Line Items]
Over allotment option period	45 days
Stock issued during period shares | shares	7,475,000
Underwriting expense paid | $	$ 747,500
Deferred Underwriting Commissions Noncurrent | $	$ 2,616,250
Stock issued during period, value, issued for services | shares	74,750
Proposed Offering [Member]
Commitments And Contingencies Disclosure [Line Items]
Stock issued during period shares | shares	975,000
Underwriting expense paid | $	$ 650,000
Deferred Underwriting Commissions Noncurrent | $	$ 2,275,000
Stock issued during period, value, issued for services | shares	65,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares			4 Months Ended	6 Months Ended	12 Months Ended
	Aug. 12, 2022	Jul. 01, 2022	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Common stock shares authorized				500,000,000	500,000,000
Common stock par or stated value per share				$ 0.0001	$ 0.0001
Common Stock, Voting Rights				one vote
Common stock shares issued				1,868,750	1,868,750
Common stock shares outstanding				1,868,750	1,868,750
Warrants Not Exercisable Term From The consummation of Business Combination				90 days
Share price				$ 10.25
Stock Conversion Basis				1/8
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited			243,750	243,750
Proposed Offering [Member]
Stock Issued During Period, Shares, New Issues				975,000
Ordinary Shares [Member]
Common stock shares authorized				500,000,000
Common stock par or stated value per share				$ 0.0001
Common stock shares issued				2,156,250	2,156,250
Common stock shares outstanding				2,156,250	2,156,250
Sponsor [Member]
Stock Issued During Period, Shares, New Issues					2,156,250
Public Warrants [Member]
Warrants Exercisable Term From The Date Of Completion Of Business Combination				30 days
Private Placement Warrants [Member]
Minimum lock In period for transfer, assign or sell warrants after completion of Business combination				30 days
Subsequent Event [Member]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited		243,750
Subsequent Event [Member] | Proposed Offering [Member]
Common stock, threshold percentage on conversion of shares		20%
Subsequent Event [Member] | Ordinary Shares [Member]
Stock Conversion Basis	one-eighth of one ordinary share
Subsequent Event [Member] | Sponsor [Member]
Stock Issued During Period, Shares, New Issues		1,625,000
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited		281,250
Subsequent Event [Member] | Sponsor [Member] | Founder Shares [Member]
Stock Issued During Period, Shares, New Issues		287,500
Temporary equity shares outstanding		1,868,750
Common Class A [Member]
Stock Conversion Basis				1/8
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of warrants, redemption Trading period				30 days
Common Class A [Member] | Redemption of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of warrants, redemption price per unit				$ 0.01
Class of warrants, redemption notice period				30 days
Share price				$ 18
Number of consecutive trading days for determining share price				20 days
Number of trading days for determining share price				30 days

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)			6 Months Ended	12 Months Ended
	Aug. 12, 2022	Jul. 01, 2022	Jun. 30, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Stock conversion basis			1/8
Sponsor [Member]
Subsequent Event [Line Items]
Stock issued during period shares				2,156,250
IPO [Member]
Subsequent Event [Line Items]
Stock issued during period shares			6,500,000
Over-Allotment Option [Member]
Subsequent Event [Line Items]
Stock issued during period shares			7,475,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Payments to acquire restricted investment	$ 75,776,763.75
Subsequent Event [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Stock issued during period shares		1,625,000
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Stock conversion basis	one-eighth of one ordinary share
Subsequent Event [Member] | Common Stock [Member] | Warrant [Member]
Subsequent Event [Line Items]
Shares issuable	1
Exercise price of warrant	$ 11.5
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Shares issued, Price per share	$ 10
Proceeds from issuance initial public offering	$ 73,928,550
Subsequent Event [Member] | IPO [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period shares	7,392,855
Subsequent Event [Member] | Over-Allotment Option [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Stock issued during period shares	829,855
Subsequent Event [Member] | Private Placement [Member] | Sponsor [Member]
Subsequent Event [Line Items]
Class of warrants and rights issued during the period	373,750
Proceeds from issuance of warrants	$ 3,737,500