The information in this prospectus is not complete and may be changed. We may not sellthese securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS | | SUBJECT TO COMPLETION, DATED JULY 28, 2021 |
$50,000,000
Embrace Change Acquisition Corp.
5,000,000 Units
EmbraceChange Acquisition Corp. is a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similarbusiness combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular industry orgeographic region. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal orotherwise, with respect to such a transaction with our company.
This is an initial public offering of our securities. We are offering5,000,000 units at an offering price of $10.00. Each unit consists of one ordinary share and one warrant, which we refer to throughout this prospectus as the public warrants. Each whole warrant entitles the holder thereof to purchase oneordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. Each warrant will become exercisable 30 days after the completion of an initial business combination and will expire on the fifth anniversary ofour completion of an initial business combination, or earlier upon redemption or liquidation. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject toreduced public company reporting requirements.
Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 21 for a discussion of information that should be considered in connection with an investment in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus istruthful or complete. Any representation to the contrary is a criminal offense.
No offer or invitation to subscribe for securitiesmay be made to the public in the Cayman Islands.
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| | Price to Public | | | Underwriting Discounts and Commissions(1) | | | Proceeds, Before Expenses, to us | |
Per Unit | | $ | 10.00 | | | $ | 0.50 | | | $ | 9.50 | |
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Total | | $ | 50,000,000 | | | $ | 2,500,000 | | | $ | 47,500,000 | |
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(1) | Includes $0.35 per unit, or $1,750,000 in the aggregate, payable to the underwriters for deferred underwritingcommissions that will be placed in a trust account located in the United States. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also Underwriting for a description ofcompensation and other items of value payable to the underwriters. |
Upon consummation of the offering, $10.15 per unitsold to the public in this offering (whether or not the over-allotment option has been exercised in full or part) will be deposited into a United States-based trust account with Continental Stock Transfer & Trust Company acting as trustee.Except as described in this prospectus, these funds will not be released to us until the earlier of (1) the completion of our initial business combination within the required time period; (2) our redemption of 100% of the outstandingpublic shares if we have not completed an initial business combination in the required time period; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandumand articles of association (A) to modify the substance or timing of our obligation to allow redemption rights as described herein or redeem 100% of our public shares if we do not complete our initial business combination within the requiredtime period or (B) with respect to any other provision relating to shareholders rights or pre-business combination activity.
The underwriters are offering the units on a firm commitment basis. The underwriters expect to deliver the units to purchasers on or about , 2021.
Sole Book-Running Manager
EF HUTTON
division of Benchmark Investments, LLC
, 2021
We have also granted EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters, a45-day option to purchase up to an additional 750,000 units (over and above the 5,000,000 units referred to above) solely to cover over-allotments, if any.
We will provide our public shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial businesscombination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the number of thenissued and outstanding ordinary shares that were sold as part of the units in this offering, which we refer to as our public shares.
We have 12 months (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination bythe full amount of time, as described in more detail in this prospectus) from the closing of this offering to consummate our initial business combination. If we are unable to consummate our initial business combination within the above time period,we will distribute the aggregate amount then on deposit in the trust account, net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses, pro rata to our public shareholders by way of the redemption of their shares and tocease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, the warrants will expire and be worthless.
Our sponsor, Wuren Fubao Inc. and certain of their affiliates (collectively, our initial shareholders) have agreed to purchase anaggregate of 265,000 units (or 287,500 units if the over-allotment option is exercised in full) (the private units) at a price of $10.00 per unit in a private placement for an aggregate purchase price of $2,650,000 (or $2,875,000 ifthe over-allotment option is exercised in full). Each private unit will be identical to the units sold in this offering, except as described in this prospectus. The private units will be sold in a private placement that will close simultaneouslywith the closing of this offering, including the over-allotment option, as applicable.
There is presently no public market for our units,ordinary shares or warrants. We have applied to have our units listed on the Nasdaq Capital Market, or Nasdaq, under the symbol U on or promptly after the date ofthis prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate trading as described in this prospectus, we expect the ordinary shares and warrants will betraded on Nasdaq under the symbols , and W, respectively; provided that nofractional warrants will be issued and only whole warrants will trade. We cannot assure you that our securities will be approved for listing and, if approved, will continue to be listed on Nasdaq after this offering.