United States securities and exchange commission logo
June 14, 2022
Zheng Yuan
Chief Financial Officer
Embrace Change Acquisition Corp.
5186 Carroll Canyon Rd
San Diego, CA 92121
Re: Embrace Change
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed June 7, 2022
File No. 333-265184
Dear Ms. Yuan:
We have reviewed your amended registration statement and have the
following
comments. In some of 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.
Unless we note
otherwise, our references to prior comments are to comments in our June
2, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 7, 2022
Cover Page
1. We note the statement
in your response letter that [b]ecause the Company is located in
the United States, a
majority of its officers and directors are in the United States (and the
two members of
management who are in China are French citizens) there are no risks
associated with Chinese
laws or regulations." We note similar statements on pages 2 and
3. However, we note
that your previous correspondence letter dated December 30, 2021
and your disclosure on
the cover page and page 2 suggest that a majority of your officers
and directors have
significant ties to China/HK. Please revise to disclose, if true, that a
majority of your
officers or directors have significant ties to China/HK. If a majority of
your officers and
directors have such ties, please revise to provide disclosures requested in
Zheng Yuan
Embrace Change Acquisition Corp.
June 14, 2022
Page 2
the comments from our letter dated June 2, 2022, as applicable.
General
2. With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may not
be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as the
Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
as a result, the pool of potential targets with which you could complete
an initial business
combination may be limited. Further, disclose that the time necessary for
government
review of the transaction or a decision to prohibit the transaction could
prevent you from
completing an initial business combination and require you to liquidate.
Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
Please contact Shih-Kuei Chen at 202-551-7664 or James Lopez at
202-551-3536 with
any questions.
Sincerely,
FirstName LastNameZheng Yuan
Division of
Corporation Finance
Comapany NameEmbrace Change Acquisition Corp.
Office of Real
Estate & Construction
June 14, 2022 Page 2
cc: Giovanni Caruso, Esq.
FirstName LastName