United States securities and exchange commission logo
June 2, 2022
Zheng Yuan
Chief Financial Officer
Embrace Change Acquisition Corp.
5186 Carroll Canyon Rd
San Diego, CA 92121
Re: Embrace Change
Acquisition Corp.
Registration
Statement on Form S-1
Filed May 24, 2022
File No. 333-265184
Dear Ms. Yuan:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In our comments, we may ask you to provide us
with information
so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed May 24, 2022
Cover Page
1. Please provide
prominent disclosure about the legal and operational risks associated with
a majority of your
directors and officers based in or having significant ties to China. Your
disclosure should make
clear whether these risks could result in a material change in your
search for a target
company and/or the value of the securities you are registering for sale.
Please disclose whether
your auditor is subject to the determinations announced by the
PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies
Accountable Act and
related regulations will affect your company. Your prospectus
summary should address,
but not necessarily be limited to, the risks highlighted on the
prospectus cover page.
Zheng Yuan
FirstName LastNameZheng
Embrace Change AcquisitionYuan
Corp.
Comapany
June 2, 2022NameEmbrace Change Acquisition Corp.
June 2,
Page 2 2022 Page 2
FirstName LastName
2. Please expand your prospectus cover page to discuss the Holding
Foreign Companies
Accountable Act and disclose that the United States Senate has passed
the Accelerating
Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the
number of non-inspection years from three years to two years,
and thus, would reduce
the time before your securities may be prohibited from trading or
delisted.
Summary, page 1
3. In your summary of risk factors, disclose the risks that the majority
of your directors and
officers being based in or having significant ties to China pose to
investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks
with cross-references
to the more detailed discussion of these risks in the prospectus. For
example, specifically
discuss risks arising from the legal system in China, including risks
and uncertainties
regarding the enforcement of laws and that rules and regulations in
China can change
quickly with little advance notice; and the risk that the Chinese
government may intervene
or influence your search for a target company or completion of your
initial business
combination at any time, which could result in a material change in
your operations and/or
the value of the securities you are registering for sale.
4. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021.
5. Disclose each permission or approval that your officers and directors
are required to
obtain from Chinese authorities to search for a target company. State
whether your
directors and officers are covered by permissions requirements from
the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
other governmental agency, and state affirmatively whether you have
received all
requisite permissions or approvals and whether any permissions or
approvals have been
denied. Please also describe the consequences to you and your
investors if your officers
and directors (i) do not receive or maintain such permissions or
approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
Risk Factors, page 23
6. Please expand your risk factors to disclose that the United States
Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to
two years, and thus,
would reduce the time before your securities may be prohibited from
trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to
implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report
notifying the
Zheng Yuan
Embrace Change Acquisition Corp.
June 2, 2022
Page 3
Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong.
7. Given the Chinese government s significant oversight and discretion
over the conduct of
your directors and officers search for a target company, please
revise to highlight
separately the risk that the Chinese government may intervene or
influence your
operations at any time, which could result in a material change in your
operations and/or
the value of the securities you are registering.
8. In light of recent events indicating greater oversight by the Cyberspace
Administration of
China (CAC) over data security, please revise your disclosure to explain
how this
oversight impacts your officers and directors or their search for a
target company, and to
what extent you believe that your officers and directors are compliant
with the regulations
or policies that have been issued by the CAC to date.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Shih-Kuei Chen at 202-551-7664 or Maryse Mills-Apenteng at
202-551-
3457 with any questions.
Sincerely,
FirstName LastNameZheng Yuan
Division of
Corporation Finance
Comapany NameEmbrace Change Acquisition Corp.
Office of Real
Estate & Construction
June 2, 2022 Page 3
cc: Giovanni Caruso, Esq.
FirstName LastName