Item 1.01 Entry into a Material Definitive Agreement
On August 9, 2023, as approved by its shareholders at an extraordinary general meeting held on August 9, 2023 (the “Extraordinary General Meeting”), Embrace Change Acquisition Corp. (the “Company” or “Embrace Change”), and its trustee, Continental Stock Transfer & Trust Company (the “Trustee”), signed an amendment to the investment management trust agreement dated as of August 9, 2022 (the “Trust Agreement”), to give the Company the right to extend the date by which Embrace Change must consummate a business combination (the “Combination Period”) twelve (12) times for an additional one (1) month each time, from August 12, 2023 (i.e. the end of 12 months from the consummation of its initial public offering, the “Termination Date”) to August 12, 2024 (the “Extended Date”), by depositing into the trust account (the “Trust Account”) the lessor of $100,000 or $0.045 per outstanding public share for each one-month extension (the “Extension Payment”), as approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association (the “Articles of Association”). At the Extraordinary General Meeting, the shareholders of the Company approved a special resolution to the Articles of Association to extend the Combination Period from the Termination Date to the Extended Date.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its shareholders at the Extraordinary General Meeting held on August 9, 2023, the following proposals were approved: (a) as a special resolution, giving the Company the right to extend the Combination Period from the Termination Date to the Extended Date (the “Extension Amendment Proposal”) by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of Embrace Change; (b) as an ordinary resolution, an amendment to the Trust Agreement, to extend the Combination Period from the Termination Date to the Extended Date, by depositing into the Trust Agreement the Extension Payment (the “Trust Agreement Amendment Proposal”); and (c) as a special resolution, an amendment to the Articles of Association to remove the net tangible asset requirement from the Articles of Association in order to expand the methods that Embrace Change may employ so as not to become subject to the “penny stock” rules of the Securities and Exchange Commission by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of Embrace Change (the “NTA Requirement Amendment Proposal”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 9, 2023, the Company held the Extraordinary General Meeting. On July 21, 2023, the record date for the Extraordinary General Meeting, there were 9,688,748 ordinary shares of the Company entitled to be voted at the Extraordinary General Meeting, 56.32% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:
1. Extension Amendment Proposal
Shareholders approved the Extension Amendment Proposal. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Extension Amendment Proposal received the following votes:
| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 5,161,995 | | 294,668 | | 0 | | 0 |
