| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Embrace Change Acquisition Corp. [ EMCG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/12/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 08/09/2022 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary shares, par value $0.0001 | 08/12/2022 | J(1) | 20,536 | D | $0.00 | 1,848,214(2) | D | |||
| Ordinary shares, par value $0.0001 | 08/12/2022 | P(3) | 373,750 | A | (4) | 2,221,964(2) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | $11.5 | 08/12/2022 | P(3) | 373,750 | (5) | (6) | Ordinary shares, par value $0.0001 | 373,750 | (4) | 373,750(2) | D | ||||
| Right | (7) | 08/12/2022 | P(3) | 373,750 | (7) | (7) | Ordinary shares, par value $0.0001 | 46,718 | (4) | 46,718(2) | D | ||||
| Explanation of Responses: |
| 1. As contemplated in connection with the Embrace Change Acquisition Corp. (the "Company")'s initial public offering (the "IPO"), 20,536 founder shares were returned by Wuren Fubao Inc. (the "Sponsor") to the Company for no consideration and cancelled because the representative's over-allotment option was partially exercised and the remaining portion of the option would not be exercised by the representative. |
| 2. The securities are owned directly by the Sponsor. Mr. Bin Li is the director of the Sponsor, and has voting and dispositive power over the shares held of record by the Sponsor. Mr. Bin Li disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. |
| 3. Simultaneously with the consummation of the Company's IPO, the Sponsor acquired 373,750 units in a private placement (the "Private Units"). Each Private Unit consists of one ordinary share of the Company, par value $0.0001, one warrant to purchase one ordinary share at an exercise price of $11.50 per share (the "Warrants"), and one right entitling the holder to receive one-eighth (1/8) of one ordinary share upon consummation of the Company's initial business combination. |
| 4. The Private Units were purchased for $10.00 per unit. |
| 5. The Warrants will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination. |
| 6. The Warrants will expire five years after the completion of the Company's initial business combination or earlier upon redemption or liquidation. |
| 7. Each right entitles the holder to receive one-eighth (1/8) of one ordinary share upon consummation of the Company's initial business combination. |
| Remarks: |
| By: /s/ Bin Li, Title: Director, /s/ Bin Li | 08/16/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
