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You
are cordially invited to attend an extraordinary general meeting of Embrace Change Acquisition Corp., a Cayman Islands exempted company
(the
Company, Embrace Change, EMCG, we, us or our
),
which will be held on August 11, 2025, at 10 a.m., Eastern Time (the
Extraordinary General Meeting
). The
Extraordinary General Meeting will be held in person at the offices of Loeb Loeb LLP, located at 345 Park Avenue, New York, New
York 10154 and via virtual meeting format setting. You can participate in the Extraordinary General Meeting, vote, and submit questions
via live webcast by visiting https://www.cstproxy.com/embracechange/2025 and entering the voter control number located under the
bar card code on your proxy card, voting instruction form or notice included in the proxy materials.
Meeting
Details:
Extraordinary
General Meeting-meeting webpage (information, webcast, telephone access and replay):
https://www.cstproxy.com/embracechange/2025
Telephone
access (listen-only):
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 5854501#
The
attached Notice of the Extraordinary General Meeting and proxy statement describe the business Embrace Change will conduct at the Extraordinary
General Meeting and provide information about Embrace Change that you should consider when you vote your shares. As set forth in the
attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:
●
Proposal
No. 1 Extension Amendment Proposal
To approve, as a special resolution, an amendment to and restatement of Embrace
Changes Third Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time,
together, the
Articles of Association
) as provided by the first resolution in the form set forth in Annex A
to the accompanying proxy statement, to give the Company the right to extend the date by which Embrace Change must consummate a business
combination (the
Combination Period
) twelve (12) months from August 12, 2025 (i.e. the end of 36 months from
the consummation of its initial public offering (the
IPO
), the
Termination Date
), to August
12, 2026 (the
Extended Date
), by deleting the Articles of Association in its entirety and adopting the third
amended and restated memorandum and articles of association of Embrace Change in the form set forth in Annex C to the accompanying
proxy statement. This proposal is referred to as the
Extension Amendment Proposal
;
●
Proposal
No. 2 Trust Agreement Amendment Proposal
To approve, as an ordinary resolution, as provided in Annex B to the
accompanying proxy statement, an amendment to Embrace Changes investment management trust agreement, dated as of August 9,
2022 and as amended (the
Trust Agreement
), by and between the Company and Continental Stock Transfer Trust
Company (the
Trustee
), to extend the Combination Period from the Termination Date to the Extended Date. This
proposal is referred to as the
Trust Agreement Amendment Proposal
; and
●
Proposal
No. 3 Adjournment Proposal
To authorize, as an ordinary resolution, the Chairman of the Extraordinary General
Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the
Adjournment
), from time to
time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate. This proposal is referred to as
Adjournment
Proposal
.
Each
of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and the Adjournment Proposal is more fully described in
the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before
you vote.
The
purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to
allow Embrace Change additional time to complete an initial business combination (the
Business Combination
).
You
are not being asked to vote on a Business Combination at this time.
The
Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period twelve
(12) times for an additional one (1) month each time from August 12, 2024 (i.e., 24 months from the consummation of the IPO) up to August
12, 2025 (i.e., 36 months from the consummation of the IPO). The only way to extend the Combination Period without the need for a separate
shareholder vote under the Articles of Association and Trust Agreement is for our sponsor or its affiliates or designees, upon ten days
advance notice prior to the applicable deadline, to deposit into the Trust Account $75,000, for each one-month extension, on or prior
to the date of the applicable deadline. On September 10, 2024, May 8, 2025 and June 3, 2025, Embrace Change deposited $75,000 each time,
for an aggregate of $225,000, into the Trust Account, which extended the Termination Date to November 12, 2024. Embrace Change should
further extend the Termination Date eight additional times, through July 12, 2025, but failed to make the applicable deposit. As of the
date the hereof, Embrace Change is behind on payments to its Trust Account for an aggregate amount of $675,000.
If
each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is approved, the Company shall have the right to
extend, by resolution of the Board, the Combination Period from August 12, 2025 to August 12, 2026, without making any deposition into
the Trust Account.
Embrace
Changes board of directors (the
Board
) has determined that it is in the best interests of Embrace Change
to seek an extension of the Termination Date and have Embrace Change shareholders approve the Extension Amendment Proposal and the Trust
Amendment Proposal to allow for additional time to consummate a Business Combination. Embrace Change intends to call an additional extraordinary
general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the
Business
Combination Extraordinary General Meeting
). The Board believes that it is in the best interests of Embrace Change shareholders
that an extension of the Termination Date (the
Extension
) be obtained so that, Embrace Change will have an additional
amount of time to consummate a Business Combination. Without the Extension, Embrace Change may not be able to complete a Business Combination
on or before the Termination Date, and would be forced to liquidate.
If
the Companys Board otherwise determines that the Company will not be able to consummate a Business Combination by the Extended
Date, the Company would wind up its affairs and redeem 100% of the outstanding public shares (the Public Shares)
in accordance with the same procedures set forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment
Proposal are not approved.
As
contemplated by the Articles of Association, the holders of Embrace Change Public Shares may demand that such shares be redeemed in exchange
for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall
be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two business days prior to the consummation
of a Business Combination (the
Redemption
). You may elect to redeem your Public Shares in connection with the Extraordinary
General Meeting.
On
August 7 2025, the redemption price per Public Share was approximately $12.08 (which is expected to be the same approximate
amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account
of approximately $26.9 million as of July 25, 2025 (including interest not previously released to Embrace Change to pay
its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq
on July 25, 2025 was $12.15. Accordingly, if the market price of the Public Shares were to remain the same until the date
of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately
$0.07 less per share than if the Public Shares were sold in the open market. Embrace Change cannot assure shareholders
that they will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption
price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Embrace
Change believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for
an additional period if Embrace Change does not complete a Business Combination on or before the Termination Date.
If
Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, we will: (1) cease all operations except for
the purpose of winding up; (2) as promptly as reasonably possible but not more than five business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any (less up to $50,000 of interest
to pay dissolution expenses), divided by the number of then-outstanding Public Shares (such redemption, the
Mandatory Redemption
),
which Mandatory Redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such Mandatory Redemption, subject to
the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of clauses (2) and (3), to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor will
pay the dissolution expenses. Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution
under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of votes cast by such holders of the issued and outstanding
ordinary shares, par value $0.0001 per share (the
Ordinary Shares
) as, being entitled to do so, vote in person or
by proxy at the Extraordinary General Meeting or any adjournment thereof.
In
addition, the Trust Agreement Amendment Proposal pursuant to the Trust Agreement requires the affirmative vote of at least fifty percent
(50%) of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the
Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.
Approval
of the Adjournment Proposal requires an ordinary resolution under Embrace Changes Articles of Association, being the affirmative
vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented
by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.
The
Board has fixed the close of business on July 22, 2025 (the
Record Date
) as the date for determining Embrace
Change shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders
of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment
thereof. However, the holders of Public Shares may elect to redeem all or a portion of their shares in connection with the Extraordinary
General Meeting.
Embrace
Change believes that given Embrace Changes expenditure of time, effort and money on searching for a Business Combination, it is
in the best interests of Embrace Change shareholders that Embrace Change obtain the Extension. Embrace Change believes a Business Combination
will provide significant benefits to its shareholders.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment
Proposal and the Adjournment Proposal are in the best interests of Embrace Change and its shareholders, and has declared it advisable
and unanimously recommends that you vote or give instruction to vote
FOR
such proposals.
Embrace
Changes directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that
may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly
or indirectly through the Sponsor, of Founder Shares and Private Units (both as defined below). See the section entitled
Extraordinary
General Meeting of Embrace Change Shareholders Interests of the Initial Shareholders
in this proxy statement.
Enclosed
is the proxy statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the
Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting,
Embrace Change urges you to read this material carefully and vote your shares.
By
Order of the Board of Directors of Embrace Change Acquisition Corp.
Sincerely,
/s/
Jingyu Wang
Jingyu
Wang
Chairman
July 28, 2025
Your
vote is very important
. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following
the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval
of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds
(2/3) of votes cast by such holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, vote in person or by
proxy at the Extraordinary General Meeting or any adjournment thereof. Approval of the Trust Agreement Amendment Proposal requires an
ordinary resolution under the Companies Act and, pursuant to the Trust Agreement, requires the affirmative vote of at least fifty percent
(50%) of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the
Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal requires an ordinary
resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary
Shares, present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. Accordingly, if
you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with
the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will
have no effect on the outcome of any vote on the Extension Amendment Proposal, Trust Agreement Amendment Proposal, or Adjournment Proposal.
If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the instructions
provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General
Meeting.
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF EMBRACE CHANGE ACQUISITION CORP.
TO BE HELD ON AUGUST 11, 2025
To
the Shareholders of Embrace Change Acquisition Corp.:
NOTICE
IS HEREBY GIVEN that an Extraordinary General Meeting (the
Extraordinary General Meeting
) of the shareholders of
Embrace Change Acquisition Corp., a Cayman Islands exempted company (the
Company, Embrace Change, we,
us or our
), will be held on August 11, 2025, at 10 a.m., Eastern Time. The Extraordinary General
Meeting will be held in person at the offices of the offices of Loeb Loeb LLP, located at 345 Park Avenue, New York, New York 10154
and in a virtual meeting format.
Meeting
Details:
Extraordinary
General Meeting-meeting webpage (information, webcast, telephone access and replay):
https://www.cstproxy.com/embracechange/2025
Telephone
access (listen-only)
:
Within the U.S. and Canada: 1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 5854501#
You
can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/embracechange/2025
and entering the voter control number included on your proxy card. You are cordially invited to attend the Extraordinary General Meeting
for the purpose of considering and voting on the following proposals (unless Embrace Change determines that it is not necessary to hold
the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement,
which is dated July 28, 2025 and is first being mailed to shareholders on or about that date:
●
Proposal
No. 1 Extension Amendment Proposal
To approve, as a special resolution, an amendment to and restatement of Embrace
Changes Third Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time,
together, the
Articles of Association
) as provided by the first resolution in the form set forth in Annex A
to the accompanying proxy statement, to give the Company the right to extend the date by which Embrace Change must consummate a business
combination (the
Combination Period
) twelve (12) months, from August 12, 2025 (i.e. the end of 36 months from
the consummation of its initial public offering (the
IPO
), the
Termination Date
), to August
12, 2026 (the
Extended Date
), by deleting the Articles of Association in its entirety and adopting the third
amended and restated memorandum and articles of association of Embrace Change in the form set forth in Annex C to the accompanying
proxy statement. This proposal is referred to as the
Extension Amendment Proposal
;
●
Proposal
No. 2 Trust Agreement Amendment Proposal
To approve, as an ordinary resolution, as provided in Annex B to the
accompanying proxy statement, an amendment to Embrace Changes investment management trust agreement, dated as of August 9,
2022, as amended (the
Trust Agreement
), by and between the Company and Continental Stock Transfer Trust
Company (the
Trustee
), to extend the Combination Period from the Termination Date to the Extended Date. This
proposal is referred to as the
Trust Agreement Amendment Proposal
; and
●
Proposal
No. 3 Adjournment Proposal
To authorize, as an ordinary resolution, the Chairman of the Extraordinary General
Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the
Adjournment
), from time to
time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate. This proposal is referred to as
Adjournment
Proposal
.
The
purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal, is
to allow Embrace Change additional time to complete an initial business combination (the
Business Combination
).
You
are not being asked to vote on a Business Combination at this time.
The
Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period twelve
(12) times for an additional one (1) month each time from August 12, 2024 (i.e., 24 months from the consummation of the IPO) up to August
12, 2025 (i.e., 36 months from the consummation of the IPO). The only way to extend the Combination Period without the need for a separate
shareholder vote under the Articles of Association and Trust Agreement is for our sponsor or its affiliates or designees, upon ten days
advance notice prior to the applicable deadline, to deposit into the Trust Account $75,000, for each one-month extension, on or prior
to the date of the applicable deadline. On September 10, 2024, May 8, 2025 and June 3, 2025, Embrace Change deposited $75,000 each time,
for an aggregate of $225,000, into the Trust Account, which extended the Termination Date to November 12, 2024. Embrace Change should
further extend the Termination Date eight additional times, through July 12, 2025, but failed to make the applicable deposit. As of the
date the hereof, Embrace Change is behind on payments to its Trust Account for an aggregate amount of $675,000.
If
each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company shall have the right to
extend, by resolution of the Board, the Combination Period from August 12, 2025 to August 12, 2026, without making any deposition into
the Trust Account.
Embrace
Changes board of directors (the
Board
) has determined that it is in the best interests of Embrace Change
to seek an extension of the Termination Date and have Embrace Change shareholders approve the Extension Amendment Proposal and the Trust
Amendment Proposal to allow for additional time to consummate a Business Combination. Embrace Change intends to call an additional extraordinary
general meeting of its shareholders to approve a Business Combination at a future date (referred to herein as the
Business
Combination Extraordinary General Meeting
). The Board believes that it is in the best interests of Embrace Change shareholders
that an extension of the Termination Date (the
Extension
) be obtained so that, Embrace Change will have an additional
amount of time to consummate a Business Combination. Without the Extension, Embrace Change may not be able to complete a Business Combination
on or before the Termination Date, and would be forced to liquidate.
If
the Companys Board otherwise determines that the Company will not be able to consummate a Business Combination by the Extended
Date, the Company would wind up its affairs and redeem 100% of the outstanding Public Shares in accordance with the same procedures set
forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved.
As
contemplated by the Articles of Association, the holders of Embrace Change Public Shares may demand that such shares be redeemed in exchange
for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall
be net of taxes payable, and less interest to pay dissolution expenses, calculated as of two business days prior to the consummation
of a Business Combination (the
Redemption
). You may elect to redeem your Public Shares in connection with the Extraordinary
General Meeting.
On
August 7, 2025, the redemption price per Public Share was approximately $12.08 (which is expected to be the same approximate
amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account
of approximately $26.9 million as of July 25, 2025 (including interest not previously released to Embrace Change to pay
its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq
on July 25, 2025 was $12.15. Accordingly, if the market price of the Public Shares were to remain the same until the date
of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately
$0.07 less per share than if the Public Shares were sold in the open market. Embrace Change cannot assure shareholders
that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the
redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
Embrace Change believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments
for an additional period if Embrace Change does not complete a Business Combination on or before the Termination Date.
Approval
of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, we will: (1) cease all operations except
for the purpose of winding up; (2) as promptly as reasonably possible but not more than five business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any (less up to $50,000 of interest
to pay dissolution expenses), divided by the number of then-outstanding Public Shares (such redemption, the
Mandatory Redemption
),
which Mandatory Redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such Mandatory Redemption, subject to
the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of clauses (2) and (3), to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
To
exercise your redemption rights, you must tender your Public Shares to Embrace Changes transfer agent at least two (2) business
days prior to the Extraordinary General Meeting. You may tender your Public Shares by either delivering your share certificate to the
transfer agent or by delivering your shares electronically using the Depository Trust Companys (DTC) Deposit/Withdrawal
At Custodian (DWAC) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker
or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.
Subject
to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative
vote of at least two-thirds (2/3) of votes cast by such holders of the issued and outstanding ordinary shares, par value $0.0001 per
share (the
Ordinary Shares
) as, being entitled to do so, vote in person or by proxy at the Extraordinary General
Meeting or any adjournment thereof.
In
addition, the Trust Agreement Amendment Proposal pursuant to the Trust Agreement requires the affirmative vote of at least fifty percent
(50%) of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the
Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.
Approval
of the Adjournment Proposal requires an ordinary resolution under Embrace Changes Articles of Association, being the affirmative
vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented
by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter.
Record
holders of Ordinary Shares at the close of business on July 22, 2025 (the
Record Date
) are entitled to vote
or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were 4,520,024 issued and outstanding Ordinary
Shares. The holders of Embrace Changes warrants and rights do not have voting rights.
This
proxy statement contains important information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement
Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Embrace Change
urges you to read this material carefully and vote your shares.
This
proxy statement is dated July 28, 2025 and is first being mailed to shareholders on or about that date.
By
Order of the Board of Directors of Embrace Change Acquisition Corp.
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Embrace Changes current
views with respect to, among other things, Embrace Changes capital resources and results of operations. Likewise, Embrace Changes
financial statements and all of Embrace Changes statements regarding market conditions and results of operations are forward-looking
statements. In some cases, you can identify these forward-looking statements by the use of terminology such as outlook,
believes, expects, potential, continues, may, will,
should, could, seeks, approximately, predicts, intends,
plans, estimates, anticipates or the negative version of these words or other comparable words
or phrases.
The
forward-looking statements contained in this proxy statement reflect Embrace Changes current views about future events and are
subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results
to differ significantly from those expressed in any forward-looking statement. Embrace Change does not guarantee that the transactions
and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual
results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
●
Embrace
Changes ability to complete a Business Combination, including approval by the shareholders of Embrace Change;
●
the
anticipated benefits of a Business Combination;
●
the
volatility of the market price and liquidity of the Ordinary Shares and other securities of Embrace Change;
●
the
use of funds not held in the Trust Account or available to Embrace Change from interest income on the Trust Account balance.
While
forward-looking statements reflect Embrace Changes good faith beliefs, they are not guarantees of future performance. Embrace
Change disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions
or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required
by applicable law. For a further discussion of these and other factors that could cause Embrace Changes future results, performance
or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled
Risk
Factors
in Embrace Changes final prospectus filed with the SEC on August 11, 2022 in connection with Embrace Changes
initial public offering, as amended by other reports Embrace Change filed with the SEC. You should not place undue reliance on any forward-looking
statements, which are based only on information currently available to Embrace Change (or to third parties making the forward-looking
statements).
1
QUESTIONS
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
Q.
Why
am I receiving this proxy statement?
A.
Embrace
Change is a blank check company formed under the laws of the Cayman Islands on March 3, 2021, for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Like
most blank check companies, the Articles of Association provides for the return of the proceeds from Embrace Changes IPO held
in trust to the holders of the Public Shares sold in the IPO if there is no qualifying business combination(s) consummated on or
before the Termination Date.
Embrace
Change believes that it is in the best interests of Embrace Change shareholders to continue Embrace Changes existence until the
Extended Date, if necessary, in order to allow Embrace Change additional time to complete a Business Combination and is therefore holding
this Extraordinary General Meeting. Embrace Change intends to hold a Business Combination Extraordinary General Meeting to approve a
Business Combination at a future date.
Q.
When
and where is the Extraordinary General Meeting?
A.
The
Extraordinary General Meeting will be held on August 11, 2025, at 10 a.m., Eastern Time at the offices of Loeb Loeb
LLP, located at 345 Park Avenue, New York, New York 10154 and via live webcast at https://www.cstproxy.com/embracechange/2025
and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included
in the proxy materials.
Q.
What
do I need in order to be able to participate in the Extraordinary General Meeting online?
A.
You
can attend the Extraordinary General Meeting via the Internet by visiting https://www.cstproxy.com/embracechange/2025 and
entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included
in the proxy materials. You will need the voter control number included on your proxy card in order to be able to vote your shares
or submit questions during the Extraordinary General Meeting. If you do not have a voter control number, you will be able to listen
to the Extraordinary General Meeting only and you will not be able to vote or submit questions during the Extraordinary General Meeting.
Q.
What
are the specific proposals on which I am being asked to vote at the Extraordinary General Meeting?
A.
Embrace
Change shareholders are being asked to consider and vote on the following proposals:
●
Proposal
No. 1 Extension Amendment Proposal
To approve, as a special resolution, an amendment to and restatement of the
Articles of Association as provided by the first resolution in the form set forth in Annex A to this proxy statement, to give the
Company the right to extend the Combination Period twelve (12) months, from the Termination Date to the Extended Date, by deleting
the Articles of Association in its entirety and adopting the third amended and restated memorandum and articles of association of
Embrace Change in the form set forth in Annex C to this proxy statement;
●
Proposal
No. 2 Trust Agreement Amendment Proposal
To approve, as an ordinary resolution, as provided in Annex B to this
proxy statement, an amendment to Embrace Changes Trust Agreement, to extend the Combination Period from the Termination Date
to the Extended Date; and
●
Proposal
No. 3 Adjournment Proposal
To authorize, as an ordinary resolution, the Chairman of the Extraordinary General
Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the
Adjournment
), from time to
time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate.
2
Q.
Are
the proposals conditioned on one another?
A.
Approval
of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the
Extension.
If
the Extension is implemented and one or more Embrace Change shareholders elect to redeem their Public Shares pursuant to the Redemption,
Embrace Change will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro
rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds
in the Trust Account for Embrace Changes use in connection with consummating a Business Combination on or before the Extended
Date.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, we will: (1) cease all operations except
for the purpose of winding up; (2) as promptly as reasonably possible but not more than five business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any (less up to $50,000 of interest
to pay dissolution expenses), divided by the number of then-outstanding Public Shares (such redemption, the
Mandatory Redemption
),
which Mandatory Redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such Mandatory Redemption, subject to
the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of clauses (2) and (3), to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The
initial shareholders waived their rights to participate in any liquidating distribution. There will be no distribution from the Trust
Account with respect to Embrace Changes warrants and rights, which will expire worthless in the event Embrace Change dissolves
and liquidates the Trust Account.
Q.
Why
is Embrace Change proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?
A.
The
Articles of Association currently provide for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares
sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date. The purpose of the
Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Embrace
Change additional time to complete a Business Combination pursuant to a Business Combination Agreement.
The
Board believes that it is in the best interests of Embrace Change shareholders that the Extension be obtained so that Embrace Change
will have an additional amount of time to consummate a Business Combination. Without the Extension, Embrace Change will not be able to
complete a Business Combination on or before the Termination Date, and would be forced to liquidate.
Our
Board believes that it is improbable that Embrace Change will be able to complete a Business Combination before August 12, 2025. Accordingly,
our Board believes that in order for us to potentially consummate a Business Combination, we will need to obtain the Extension.
Embrace
Change believes that given Embrace Changes expenditure of time, effort and money on a Business Combination, circumstances warrant
ensuring that Embrace Change is in the best position possible to consummate a Business Combination and that it is in the best interests
of Embrace Change shareholders that Embrace Change obtain the Extension. Embrace Change believes a Business Combination will provide
significant benefits to its shareholders.
3
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by Embrace Change shareholders on
a Business Combination will occur at an extraordinary general meeting of Embrace Change shareholders, to be held on at a later date,
and the solicitation of proxies from Embrace Change shareholders in connection with such separate Business Combination Extraordinary
General Meeting, and the related right of Embrace Change shareholders to redeem in connection with a Business Combination (which is a
separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal and the Trust Agreement
Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed
in the event the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect to redeem
your Public Shares in connection with the Extraordinary General Meeting.
If
the Extension Amendment Proposal or the Trust Agreement Amendment Proposal are not approved by Embrace Change shareholders, Embrace Change
may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If
the Adjournment Proposal is not approved by Embrace Change shareholders, the Board may not be able to adjourn the Extraordinary General
Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
Q.
What
vote is required to approve the proposals presented at the Extraordinary General Meeting?
A.
The
approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of
at least two-thirds (2/3) of votes cast by such holders of the issued and outstanding Ordinary Shares as, being entitled to do so,
voting in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. An Embrace Change shareholders
failure to vote by proxy or to vote herself/himself/itself at the Extraordinary General Meeting will not be counted towards the number
of Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote,
abstentions and broker non-votes will have no effect on the outcome of the proposal. The presence, oneself or by proxy, at the Extraordinary
General Meeting of the holders of issued and outstanding Ordinary Shares representing a majority of the voting power of all issued
and outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum
for the vote on the proposals.
Approval
of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Articles of Association and, pursuant to the Trust
Agreement, requires the affirmative vote of at least fifty percent (50%) of the votes cast by the holders of the Ordinary Shares present
themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon and the Adjournment Proposal require
an ordinary resolution under the Articles of Association, being the affirmative vote of a simple majority of the votes cast by the holders
of the Ordinary Shares present themselves or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon.
Accordingly, an Embrace Changes shareholders failure to vote by proxy or to vote oneself at the Extraordinary General Meeting
will not be counted towards the number of Ordinary Shares required to validly establish a quorum. However, if a valid quorum is otherwise
established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker
non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General
Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, oneself or by proxy, at the Extraordinary
General Meeting of the holders of issued and outstanding Ordinary Shares representing a majority of the voting power of all issued and
outstanding Ordinary Shares entitled to vote as of the Record Date at the Extraordinary General Meeting shall constitute a quorum for
the vote on the Adjournment Proposal.
4
Q.
Why
should I vote FOR the Extension Amendment Proposal?
A.
Embrace
Change believes its shareholders will benefit from Embrace Change consummating a Business Combination and is proposing the Extension
Amendment Proposal to extend Combination Period until the Extended Date. The Extension would give Embrace Change additional time
to complete a Business Combination.
The
Board believes that it is in the best interests of Embrace Change shareholders and Embrace Change that the Extension be obtained so that
Embrace Change will have an additional amount of time to consummate a Business Combination. Without the Extension, Embrace Change may
not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.
Embrace
Change believes that given Embrace Changes expenditure of time, effort and money on searching for a Business Combination, it is
in the best interests of Embrace Change shareholders that Embrace Change obtain the Extension. Embrace Change believes a Business Combination
will provide significant benefits to its shareholders.
Q.
Why
should I vote FOR the Trust Agreement Amendment Proposal?
A.
Embrace
Change believes shareholders will benefit from Embrace Change consummating a Business Combination and is proposing the Trust Agreement
Amendment Proposal to extend the Combination Period until the Extended Date. The Extension would give Embrace Change additional time
to complete a Business Combination.
The
Board believes that it is in the best interests of Embrace Change shareholders and Embrace Change that the Extension be obtained so that
Embrace Change will have an additional amount of time to consummate a Business Combination.
Without
the Extension, Embrace Change will not be able to complete a Business Combination on or before the Termination Date and would be forced
to liquidate.
Embrace
Change believes that given Embrace Changes expenditure of time, effort and money on a Business Combination, it is in the best
interests of Embrace Change shareholders that Embrace Change obtain the Extension. Embrace Change believes a Business Combination will
provide significant benefits to its shareholders.
Q.
Why
should I vote FOR the Adjournment Proposal?
A.
If
the Adjournment Proposal is not approved by Embrace Change shareholders, the Board may not be able to adjourn the Extraordinary General
Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval
of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
If
presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.
5
Q.
How
will the initial shareholders vote?
A.
The
initial shareholders have advised Embrace Change that they intend to vote any Ordinary Shares over which they have voting control,
in favor of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal.
The
initial shareholders and their respective affiliates are not entitled to redeem any shares they hold in connection with the Extension
Amendment Proposal and the Trust Agreement Amendment Proposal. On the Record Date, the Sponsor beneficially owned and was entitled to
vote an aggregate of 2,221,964 Ordinary Shares, representing approximately 49.2% of Embrace Changes issued and outstanding
shares.
Q.
What
if I do not want to vote FOR the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment
Proposal?
A.
If
you do not want the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal to be approved,
you may ABSTAIN, not vote, or vote AGAINST such proposal.
If
you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with
the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will
have no effect on the outcome of any vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and the Adjournment
Proposal.
If
you vote to ABSTAIN or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions
(but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have
no effect on the outcome of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
Q.
What
happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved?
A.
If
there are insufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, Embrace Change
may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, we will: (1) cease all operations except
for the purpose of winding up; (2) as promptly as reasonably possible but not more than five business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any (less up to $50,000 of interest
to pay dissolution expenses), divided by the number of then-outstanding Public Shares (such redemption, the
Mandatory Redemption
),
which Mandatory Redemption will completely extinguish Public Shareholders rights as shareholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such Mandatory Redemption, subject to
the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of clauses (2) and (3), to our
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The
Sponsor and the officers, directors and the initial shareholders of Embrace Change waived their rights to participate in any liquidation
distribution with respect to the shares they beneficially own. There will be no distribution from the Trust Account with respect to Embrace
Changes warrants and rights, which will expire worthless in the event Embrace Change dissolves and liquidates the Trust Account.
6
Q.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, what happens next?
A.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Embrace Change will continue to attempt
to consummate a Business Combination until the Extended Date. Embrace Change will file the fourth amended and restated memorandum
and articles of association of Embrace Change with the Cayman Islands Registrar of Companies in substantially the form that appears
in Annex C hereto and will continue its efforts to obtain approval of a Business Combination at an extraordinary general meeting
and consummate the closing of a Business Combination on or before the Extended Date.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is implemented, the removal
from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed
Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Embrace Change held by Embrace
Changes officers, directors, the Sponsor and its affiliates.
If
each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company shall have the right to
extend, by resolution of the Board, the Combination Period from August 12, 2025 to August 12, 2026.
Q.
Am
I able to exercise my redemption rights in connection with a Business Combination?
A.
If
you do not choose to exercise Redemption rights in connection with the Extraordinary General Meeting, you may choose to exercise
Redemption rights in connection with a Business Combination if you are a holder of Public Shares as of the close of business on the
record date for a Business Combination Extraordinary General Meeting, and you will be able to vote to approve a Business Combination
in a Business Combination Extraordinary General Meeting, to be held at a later date. The Extraordinary General Meeting relating to
the Extension Amendment Proposal and Trust Agreement Amendment does not affect your right to elect to redeem your Public Shares in
connection with a Business Combination, subject to any limitations set forth in the Articles of Association (including the requirement
to submit any request for redemption in connection with a Business Combination on or before the date that is two business days before
the Extraordinary General Meeting of Embrace Change shareholders to vote on a Business Combination).
Q.
Do
I need to request that my shares be redeemed regardless of whether I vote for or against the Extension Amendment Proposal or the
Trust Agreement Amendment Proposal?
A.
Yes.
Whether you vote for or against the Extension Amendment Proposal or the Trust Agreement Amendment Proposal you may elect to redeem
your shares. However, you will need to submit a redemption request for your Public Shares.
Q.
May
I change my vote after I have mailed my signed proxy card?
A.
Yes.
You may change your vote by:
●
entering
a new vote by Internet or telephone;
●
sending
a later-dated, signed proxy card addressed to Embrace Changes Secretary located at Embrace Change Acquisition Corp., 5186
Carroll Canyon Rd, San Diego, CA 92121, Attn: Secretary, so that it is received by Embrace Changes Secretary on or before
the Extraordinary General Meeting; or
●
attending
and voting, in person or virtually via the Internet, during the Extraordinary General Meeting.
7
You
also may revoke your proxy by sending a notice of revocation to Embrace Changes Secretary, which must be received by Embrace Changes
Secretary on or before the Extraordinary General Meeting. Attending the Extraordinary General Meeting will not cause your previously
granted proxy to be revoked unless you specifically so request.
Q.
How
are votes counted?
A.
Votes
will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count FOR
and AGAINST votes, ABSTAIN and broker non-votes. The approval of each of the Extension Amendment Proposal
requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of votes cast by such
holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary
General Meeting or any adjournment thereof. Approval of the Trust Agreement Amendment Proposal requires an ordinary resolution under
the Articles of Association and, pursuant to the Trust Agreement, requires the affirmative vote of at least fifty percent (50%) of
the votes cast by the holders of the Ordinary Shares and the Adjournment Proposal requires an ordinary resolution under the Articles
of Association, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present themselves
or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. With respect to the Extension Amendment
Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal, abstentions (but not broker non-votes), while considered
present for the purposes of establishing a quorum, will have no effect on outcome of any vote on the Extension Amendment Proposal.
Q.
If
my shares are held in street name, will my broker, bank or nominee automatically vote my shares for me?
A.
No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. Embrace Change believes that all of the proposals presented to the shareholders
at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote
your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide
instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT
voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a broker non-vote.
Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. Broker non-votes will have no effect on the outcome of any vote on the Extension Amendment Proposal,
the Trust Agreement Amendment Proposal, or the Adjournment Proposal.
Q.
What
constitutes a quorum at the Extraordinary General Meeting?
A.
A
quorum is the minimum number of Embrace Change shareholders necessary to hold a valid meeting.
One
or more shareholders who together hold not less than a majority of the issued and outstanding shares in Embrace Change entitled to attend
and vote at the Extraordinary General Meeting being individuals present in person or by proxy or if a corporation or other non-natural
person by its duly authorized representative or proxy shall be a quorum.
Q.
How
do I vote?
A.
If
you were a holder of record of Public Shares on July 22, 2025, the Record Date for the Extraordinary General Meeting, you
may vote with respect to the proposals yourself at the Extraordinary General Meeting, or by completing, signing, dating and returning
the enclosed proxy card in the postage-paid envelope provided.
8
Voting
by Mail.
By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable
to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in
multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be
received by 5:00 p.m., New York Time, on August 10, 2025.
Voting
by Internet.
Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com
and entering the voter control number included on your proxy card.
Voting
by Telephone.
Dial toll-free 1 800-450-7155 within the U.S. and Canada, 1 857-999-9155 outside the U.S. and Canada, Conference ID:
5854501#, and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on August 10, 2025
to be counted.
Q.
Does
the Board recommend voting FOR the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal,
and the Adjournment Proposal?
A.
Yes.
After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal
and the Adjournment Proposal, the Board has determined that the Extension Amendment Proposal is in the best interests of Embrace
Change and its shareholders. The Board unanimously recommends that Embrace Change shareholders vote FOR these proposals.
Q.
What
interests do Embrace Changes directors and officers have in the approval of the Extension Amendment Proposal and the Trust
Agreement Amendment Proposal?
A.
Embrace
Changes directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal
that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership,
directly or indirectly through the Sponsor, of the securities of Embrace Change it owns. See the section entitled
Extraordinary
General Meeting of Embrace Change Shareholders Interests of the Initial Shareholders
in this proxy statement.
Q.
Do
I have appraisal rights or dissenters rights if I object to the Extension Amendment Proposal or the Trust Agreement Amendment
Proposal?
A.
No.
There are no appraisal rights available to Embrace Change shareholders in connection with the Extension Amendment Proposal or the
Trust Agreement Amendment Proposal.
Q.
If
I own a public warrant or a public right, can I exercise redemption rights with respect to my public warrants or public rights?
A.
No.
The holders of public warrants and public rights issued in connection with the IPO have no redemption rights with respect to such
public warrants and public rights.
Q.
If
I am a unit holder, can I exercise redemption rights with respect to my units?
A.
No.
Holders of outstanding units must separate the underlying Public Shares, public warrants and public rights prior to exercising redemption
rights with respect to the Public Shares.
9
If
you hold units registered in your own name, you must deliver the certificate for such units to the Trustee with written instructions
to separate such units into Public Shares, public warrants and public rights. This must be completed far enough in advance to permit
the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of
the Public Shares from the units. See
How do I exercise my redemption rights?
below. The address of the Trustee
is listed under the question
Who can help answer my questions?
below.
If
a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to
be split and the nominee holding such units. Your nominee must also initiate electronically, using DTCs DWAC system, a withdrawal
of the relevant units and a deposit of an equal number of Public Shares, public warrants and public rights. This must be completed far
enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the units.
While this is typically done electronically the same business day, you should allow at least one frill business day to accomplish the
separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your
Redemption rights.
Q.
What
do I need to do now?
A.
You
should read carefully and consider the information contained in this proxy statement, including Annexes A, B and C, and to consider
how the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal will affect you as a shareholder.
You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed
proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by
the broker, bank or nominee.
Q.
How
do I exercise my redemption rights?
A.
In
connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, and contingent upon the effectiveness
of the implementation of the Extension, Embrace Change shareholders may seek to redeem all or a portion of their Public Shares for
a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account as of two business days prior to the Extraordinary General Meeting, including interest earned
on the funds held in the Trust Account and not previously released to Embrace Change to pay its taxes, divided by the number of then
issued and outstanding Public Shares, subject to the limitations described in the final prospectus dated August 9, 2023, filed in
connection with the IPO.
Continental
Stock Transfer Trust Company, LLC
1 State Street, 30
th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
In
order to exercise your redemption rights, you must, prior to 5:00 p.m. New York Time on August 7, 2025 (two (2) business days
before the Extraordinary General Meeting), (i) submit a written request to the Trustee, that Embrace Change redeem your Public Shares
for cash, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of Embrace Changes
transfer agent is listed under the question
Who can help answer my questions?
below. Embrace Change requests that
any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally
will be faster than delivery of physical share certificates.
10
A
physical share certificate will not be needed if your shares are delivered to Embrace Changes transfer agent electronically. In
order to obtain a physical share certificate, a shareholders broker and/or clearing broker, DTC and Embrace Changes transfer
agent will need to act to facilitate the request. It is Embrace Changes understanding that shareholders should generally allot
at least one week to obtain physical certificates from the transfer agent. However, because Embrace Change does not have any control
over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate.
If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain
physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
Any
demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter,
with Embrace Changes consent, until the vote is taken with respect to the matters presented at the Extraordinary General Meeting.
If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights,
you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee
at the phone number or address listed under the question
Who can help answer my questions?
Embrace
Change shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street
name are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement,
or up to two (2) business days prior to the vote on the proposal to approve the Extension Amendment at the Extraordinary General Meeting,
or to deliver their shares to the transfer agent electronically using the DTCs DWAC system, at such shareholders option.
The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholders
election to redeem is irrevocable once the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the brokers discretion whether
or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders
seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising
redemption rights, regardless of the timing of when such delivery must be effectuated.
Q.
What
should I do if I receive more than one (1) set of voting materials for the Extraordinary General Meeting?
A.
You
may receive more than one set of voting materials for the Extraordinary General Meeting, including multiple copies of this proxy
statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account,
you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record
and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Separate
voting materials will be mailed to Embrace Change shareholders for a Business Combination Extraordinary General Meeting to be held on
a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both
the Extraordinary General Meeting.
Q.
Who
will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?
A.
Embrace
Change will pay the cost of soliciting proxies for the Extraordinary General Meeting. Embrace Change has engaged Advantage Proxy,
Inc. to assist in the solicitation of proxies for the Extraordinary General Meeting. Embrace Change will also reimburse banks, brokers
and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding
soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors,
officers and employees of Embrace Change may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will
not be paid any additional amounts for soliciting proxies.
11
Q.
Who
can help answer my questions?
A.
If
you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should
contact:
Embrace
Change Acquisition Corp.
San Diego, CA 92121
Attention: Yuan Zheng - Chief Financial Officer
Email: jennifer.yuan@embracechange.top
You
may also contact the proxy solicitor for Embrace Change at:
Advantage
Proxy, Inc.
PO
Box 10904
Yakima,
WA 98909
Email:
ksmith@advantageproxy.com
To
obtain timely delivery, Embrace Change shareholders must request the materials no later than August 4, 2025, or five (5) business
days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about Embrace Change from documents
filed with the SEC by following the instructions in the section entitled Where You Can Find More Information.
If
you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares
(either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on August 7, 2025 (two business
days before the Extraordinary General Meeting) in accordance with the procedures detailed under the question How do I exercise
my redemption rights?. If you have questions regarding the certification of your position or delivery of your Public Shares, please
contact the transfer agent:
Continental
Stock Transfer Trust Company, LLC
1 State Street, 30
th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
12
EXTRAORDINARY
GENERAL MEETING OF EMBRACE CHANGE SHAREHOLDERS
This
proxy statement is being provided to Embrace Change shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary
General Meeting of Embrace Change shareholders to be held on August 11, 2025, and at any adjournment thereof. This proxy statement
contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information
you may find useful in determining how to vote and voting procedures.
This
proxy statement is being first mailed on or about July 29, 2025 to all shareholders of record of Embrace Change as of July
22, 2025, the record date for the Extraordinary General Meeting. Shareholders of record who owned Ordinary Shares at the close of
business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.
Date,
Time and Place of Extraordinary General Meeting
The
Extraordinary General Meeting will be held at 10 a.m., Eastern Time, on August 11, 2025 at the offices of Loeb Loeb
LLP, located at 345 Park Avenue, New York, New York 10154 and via live webcast by visiting https://www.cstproxy.com/embracechange/2025
and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included
in the proxy materials. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be
adjourned, to consider and vote on the proposals.
Proposals
at the Extraordinary General Meeting
At
the Extraordinary General Meeting, Embrace Change shareholders will consider and vote on the following proposals:
●
Proposal
No. 1 Extension Amendment Proposal
To approve, as a special resolution, an amendment to and restatement of Embrace
Changes Third Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time,
together, the
Articles of Association
) as provided by the first resolution in the form set forth in Annex A
to the accompanying proxy statement, to give the Company the right to extend the date by which Embrace Change must consummate a business
combination (the
Combination Period
) twelve (12) months, from August 12, 2025 (i.e. the end of 36 months from
the consummation of its initial public offering (the
IPO
), the
Termination Date
), to August
12, 2026 (the
Extended Date
), by deleting the Articles of Association in its entirety and adopting the fourth
amended and restated memorandum and articles of association of Embrace Change in the form set forth in Annex C to the accompanying
proxy statement.
●
Proposal
No. 2 Trust Agreement Amendment Proposal
To approve, as an ordinary resolution, as provided in Annex B to the
accompanying proxy statement, an amendment to Embrace Changes investment management trust agreement, dated as of August 9,
2022, as amended (the
Trust Agreement
), by and between the Company and Continental Stock Transfer Trust
Company (the
Trustee
), to extend the Combination Period from the Termination Date to the Extended Date.
●
Proposal
No. 3 Adjournment Proposal
To authorize, as an ordinary resolution, the Chairman of the Extraordinary General
Meeting to adjourn the Extraordinary General Meeting to a later date or dates (the
Adjournment
), from time to
time, as the Chairman of the Extraordinary General Meeting may deem necessary or appropriate.
Voting
Power; Record Date
As
a shareholder of Embrace Change, you have a right to vote on certain matters affecting Embrace Change. The proposals that will be presented
at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy
statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own Ordinary Shares at
the close of business on July 22, 2025, which is the Record Date for the Extraordinary General Meeting. You are entitled to one
(1) vote for each Ordinary Share that you own as of the close of business on the Record Date. If your shares are held in street
name or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related
to the shares you beneficially own are properly counted. On the Record Date, there were 4,520,024 Ordinary Shares issued and outstanding.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR EACH OF THESE PROPOSALS
13
Quorum
and Required Vote for Proposals for the Extraordinary General Meeting
The
approval of the Extension Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at
least two-thirds (2/3) of votes cast by such holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, vote
in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. One or more shareholders who together hold not
less than a majority of the issued and outstanding Ordinary Shares entitled to attend and vote at the Extraordinary General Meeting being
individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy
shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Extension Amendment
Proposal.
Approval
of the Trust Agreement Amendment Proposal requires an ordinary resolution under the Articles of Association and, pursuant to the Trust
Agreement, requires the affirmative vote of at least fifty percent (50%) of the votes cast by the holders of the issued and outstanding
Ordinary Shares present in person or represented by proxy at the Extraordinary General Meeting and the Adjournment Proposal requires
an ordinary resolution under the Articles of Association, being the affirmative vote of a simple majority of the votes cast by the holders
of the issued and outstanding Ordinary Shares present in person or represented by proxy at the Extraordinary General Meeting or any adjournment
thereof and entitled to vote on such matter. The failure to vote, abstentions and broker non-votes will have no effect on the outcome
of the Trust Agreement Amendment Proposal and Adjournment Proposal.
It
is possible that Embrace Change will not be able to complete its initial business combination on or before the Termination Date, or by
the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If Embrace Change fails
to complete its initial business combination (i) on or before the Termination Date, and it does not choose to extend the Combination
Period pursuant to the current Articles of Association and Trust Agreement, or (ii) by the Extended Date if the Extension Amendment Proposal
and the Trust Agreement Amendment are approved, Embrace Change will be required to dissolve and liquidate the Trust Account by returning
the then remaining funds in such account to the holders of Public Shares.
Voting
Your Shares Shareholders of Record
If
you are an Embrace Change shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share that you own in your
name entitles you to one (1) vote on each of the proposals for the Extraordinary General Meeting. Your one (1) or more proxy cards show
the number of Ordinary Shares that you own.
Voting
by Mail.
You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope
provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals
named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign
and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable
to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in
multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in street
name through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or
other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you sign and return the proxy
card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board
unanimously recommends voting FOR the Extension Amendment Proposal, FOR the Trust Agreement Amendment Proposal
and FOR the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m., New York Time, on August 10,
2025.
14
Voting
by Internet.
Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/
and entering the voter control number included on their proxy card.
Voting
by Telephone.
Dial toll-free 1 800-450-7155 in the U.S. and Canada, +1 857-999-9155 outside the U.S. and Canada, Conference ID: 5854501#
and follow the instructions. Your telephone vote must be received by 11:59 p.m. New York Time on August 10, 2025 to be counted.
Voting
Your Shares Beneficial Owners
If
your shares are registered in the name of your broker, bank or other agent, you are the beneficial owner of those shares
and those shares are considered as held in street name. If you are a beneficial owner of shares registered in the name
of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that
organization rather than directly from Embrace Change. Simply complete and mail the proxy card to ensure that your vote is counted. You
may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer
Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete
and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting,
you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Extraordinary
General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank
to request a legal proxy form.
After
obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Extraordinary General Meeting
by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee. Requests
for redemption should be directed to spacredemptions@continentalstock.com. Written requests can be mailed to:
Continental
Stock Transfer Trust Company, LLC
Attn: SPAC Redemption Team
1 State Street, 30th Floor
New York, NY 10004
You
will receive a confirmation of your registration by email after Embrace Change receives your registration materials. You may attend the
Extraordinary General Meeting by visiting https://www.cstproxyvote.com and entering the voter control number located under the bar card
code on your proxy card, voting instruction form or notice included in the proxy materials. You will also need a voter control number
included on your proxy card in order to be able to vote your shares or submit questions during the Extraordinary General Meeting. Follow
the instructions provided to vote. Embrace Change encourages you to access the Extraordinary General Meeting prior to the start time
leaving ample time for the check in.
Attending
the Extraordinary General Meeting
The
Extraordinary General Meeting will be held at the offices of Loeb Loeb LLP, located at 345 Park Avenue, New York, New York 10154,
on August 11, 2025 at 10 a.m. Eastern Time and virtually via live webcast on the Internet. You will be able to attend the
Extraordinary General Meeting virtually by visiting https://www.cstproxy.com/embracechange/2025 and entering the voter control
number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. In order
to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control number included on your proxy
card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting only by registering as a
guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.
15
Revoking
Your Proxy
If
you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing
any one of the following:
●
you
may send another proxy card with a later date;
●
you
may notify Embrace Changes Secretary in writing to the offices of Loeb Loeb LLP, located at 345 Park Avenue, New York,
New York 10154 before the Extraordinary General Meeting that you have revoked your proxy; or
●
you
may attend the Extraordinary General Meeting, revoke your proxy, and vote oneself, as indicated above.
No
Additional Matters
The
Extraordinary General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust
Agreement Amendment Proposal, and the Adjournment Proposal. Under the Articles of Association, other than procedural matters incident
to the conduct of the Extraordinary General Meeting, no other matters may be considered at the Extraordinary General Meeting if they
are not included in this proxy statement, which serves as the notice of the Extraordinary General Meeting.
Embrace
Change intends to hold a Business Combination Extraordinary General Meeting to approve a Business Combination at a future date.
Who
Can Answer Your Questions about Voting
If
you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Advantage Proxy, Inc., Embrace
Changes proxy solicitor, at: 206-870-8565; Email: ksmith@advantageproxy.com.
Redemption
Rights
In
connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, and contingent upon the effectiveness of
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, each holder of Public Shares may seek to redeem its Public
Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you
will be exchanging your Public Shares for cash and will no longer own the shares.
In
order to exercise your Redemption rights you must:
●
if
you hold units, separate the underlying Public Shares, public warrants and public rights;
●
on
or before 5:00 p.m., New York Time, two business days before the Extraordinary General Meeting, tender your shares physically or
electronically and submit a request in writing that Embrace Change redeem your Public Shares for cash to the Trustee, the transfer
agent, at the following address:
Continental
Stock Transfer Trust Company, LLC
1 State Street, 30
th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
and
16
●
deliver
your Public Shares either physically or electronically through DTCs DWAC system to the transfer agent at least two business
days before the Extraordinary General Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical
certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders
should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than
two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to
have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as
described above, your shares will not be redeemed.
Shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name are required
to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business
days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver
their shares to the transfer agent electronically using DTCs DWAC system, at such shareholders option.
Holders
of outstanding units must separate the underlying Public Shares, public warrants and public rights prior to exercising redemption rights
with respect to the Public Shares. If you hold units registered in your own name, you must deliver the certificate for such units to
the Trustee, with written instructions to separate such units into Public Shares, public warrants and public rights. This must be completed
far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption
rights upon the separation of the Public Shares from the units.
If
a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to
be split and the nominee holding such units. Your nominee must also initiate electronically, using DTCs DWAC system, a withdrawal
of the relevant units and a deposit of an equal number of Public Shares, public warrants and public rights. This must be completed far
enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the units.
While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the
separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption
rights.
Each
redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities
with a fair value of approximately $26.9 million as of July 25, 2025. Prior to their exercising Redemption rights, Embrace
Change shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of
their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the
redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price
per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish
to sell your shares.
If
you exercise your Redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest
in, the future growth of Embrace Change, if any. You will be entitled to receive cash for your Public Shares only if you properly and
timely demand redemption.
If
the Extension Amendment Proposal is not approved and the Sponsor does not elect to extend the Termination Date by further funding the
Trust Account, Embrace Change will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such
account to the holders of Public Shares and all of Embrace Changes warrants and rights will expire worthless.
Your
right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal, the Trust Agreement
Amendment Proposal and the Adjournment Proposal does not affect the right of Embrace Change shareholders to elect to redeem their Public
Shares in connection with a Business Combination, which is a separate and additional redemption right available to Embrace Change shareholders.
17
Appraisal
Rights
There
are no appraisal rights available to Embrace Change shareholders in connection with the Extension Amendment Proposal or the Trust Agreement
Amendment Proposal.
Proxy
Solicitation Costs
Embrace
Change is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone
or on the Internet. Embrace Change has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Extraordinary General
Meeting. Embrace Change and its directors, officers and employees may also solicit proxies on the Internet. Embrace Change will ask banks,
brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals
and to obtain their authority to execute proxies and voting instructions.
Embrace
Change will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of
this proxy statement and the related proxy materials. Embrace Change will reimburse brokerage firms and other custodians for their reasonable
out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Embrace Change shareholders. Directors,
officers and employees of Embrace Change who solicit proxies will not be paid any additional compensation for soliciting.
Interests
of the Initial Shareholders
In
considering the recommendation of our Board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal,
shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in a Business
Combination that are different from, or in addition to, those of other shareholders generally. These interests include, among other things:
●
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, we will: (1) cease all operations except
for the purpose of winding up; (2) as promptly as reasonably possible but not more than five business days thereafter, conduct the
Mandatory Redemption, which Mandatory Redemption will completely extinguish Public Shareholders rights as shareholders (including
the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such Mandatory
Redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of clauses
(2) and (3), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. The initial shareholders waived their rights to participate in any liquidating distribution. There will be no distribution from
the Trust Account with respect to Embrace Changes warrants and rights, which will expire worthless in the event Embrace Change
dissolves and liquidates the Trust Account.
●
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, Embrace Change will no longer be needed to deposit
any money into the Trust Account to extend the Combination Period for twelve months.
●
If
Embrace Change is not able to complete a business combination on time, it will cease all operations except for the purpose of winding
up, redeeming 100% of the issued and outstanding Embrace Change Public Shares for cash and, subject to the approval of its remaining
shareholders and its board of directors, dissolving and liquidating. In such event, the 1,848,214 founder shares (the
Founder
Shares
) held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be
worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such
shares had an aggregate market value of $22.5 million based upon the closing price of $12.15 per share on Nasdaq on
July 25, 2025.
18
●
Simultaneously
with the consummation of the IPO, Embrace Change consummated the private sale of 373,750 private units (the
Private Units
)
to the Sponsor at a price of $10.00 per unit, for an aggregate purchase price of $3,737,500. Each Private Unit is identical to the
public units sold in IPO. Such Private Units have an aggregate market value of approximately $4.5 million based upon the closing
per unit price of $12.1075 on Nasdaq on July 25, 2025. The Private Units, including the underlying securities, will
become worthless if Embrace Change does not consummate a business combination by the Termination Date (or the Extended Date if approved
by Embrace Change shareholders to amend the Articles of Association, to such Extended Date).
●
The
Sponsor paid significantly less for its Founders Shares. Prior to the consummation of the IPO, Sponsor purchased 1,848,214 Founder
Shares for an aggregate purchase price of $25,000, or approximately $0.014 per share.
●
If
Embrace Change is unable to complete a Business Combination within the required time period, the aggregate dollar amount of non-reimbursable
funds (excluding any unpaid expenses incurred by the Sponsor) is $27.0 million from the investment in the Founder Shares and
Private Units. The value of the Founder Shares and the Private Units, comprised of (a) $22.5 million representing the market
value of Founder Shares, and (b) $4.5 million representing the market value of Private Units, would be lost. Certain Embrace
Change directors and executive officers have indirect economic interests in the Private Units and in the Founder Shares.
●
The
Sponsor has agreed not to redeem any Ordinary Shares, held by it in connection with a shareholder vote to approve a Business Combination.
●
The
Sponsor and Embrace Changes officers and directors have agreed to waive their rights to liquidating distributions from the
Trust Account with respect to any Founder Shares held by them if Embrace Change fails to complete a Business Combination by the Termination
Date (or such later date that may be approved by Embrace Change shareholders, such as the Extended Date).
●
The
continued indemnification of current directors and officers of Embrace Change and the continuation of directors and officers
liability insurance after a Business Combination.
Additionally,
if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and Embrace Change consummates a Business
Combination, the officers and directors of Embrace Change may have additional interests as described in the proxy statement/prospectus
for such transaction.
Certain
Risks
There
are no assurances that the Extension will enable us to complete the Business Combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, we can provide no assurances that the initial business combination
will be consummated prior to the extended date. Our ability to consummate any business combination is dependent on a variety of factors,
many of which are beyond our control. If the Extension is approved, Embrace Change expects to seek shareholder approval of the Business
Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with
any shareholder vote to approve the initial business combination. Even if the extension or the Business Combination are approved by our
shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially
acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the extension and the Business
Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may
be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile,
and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
19
If
we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the Investment Company
Act), we may be forced to abandon our efforts to complete a Business Combination and instead be required to liquidate the Company.
There
is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (
SPAC
)
and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to
be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete a Business
Combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits
of owning stock in a successor operating business, including the potential appreciation in the value of our shares, warrants and rights
following such a transaction, and our warrants and rights would expire worthless.
The
longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively
in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required
to liquidate.
We
may not be able to complete a Business Combination with a U.S. target company since such initial business combination may be subject
to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United
States (CFIUS), or ultimately prohibited.
Our
sponsor is, is controlled by, and has substantial ties with a non-U.S. person. Our Chief Executive Officer, Jingyu Wang, resides in and
is a citizen of China. Our Chief Financial Officer, Yuan Zheng, resides in the United States and is a citizen of China. We are therefore
likely considered a foreign person under the regulations administered by CFIUS and will continue to be considered as such
in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS regulations. As such,
a Business Combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment
Risk Review Modernization Act of 2018 (
FIRRMA
), to include certain non-passive, non-controlling investments in sensitive
U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations
that are now in force, also subjects certain categories of investments to mandatory filings. If our potential Business Combination with
a U.S. business falls within CFIUSs jurisdiction, we may determine that we are required to make a mandatory filing or that we
will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention,
before or after closing the Business Combination. CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate
national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business of the
combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain Business
Combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential
targets with which we could complete a Business Combination may be limited and we may be adversely affected in terms of competing with
other special purpose acquisition companies which do not have similar foreign ownership issues.
Moreover,
the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business
Combination. If we cannot complete our Business Combination by the Termination Date, because the review process drags on beyond such
timeframe or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required
to liquidate. If we liquidate, our public shareholders may only receive $12.08 per share (including interest not previously released
to Embrace Change to pay its taxes), without taking into account any interest earned after July 25, 2025 and our warrants and
rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing
future gains on your investment through any price appreciation in the combined company.
20
If
our initial business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S.
federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial
business combination.
On
August 16, 2022, the Inflation Reduction Act of 2022 became law in the United States, which, among other things, imposes a 1% excise
tax on the fair market value of certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., United
States) corporations (and certain non-U.S. corporations treated as surrogate foreign corporations). The excise tax will
apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the
shares of stock repurchased at the time of the repurchase. The U.S. Department of the Treasury has been given authority to provide regulations
and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax; however, only limited guidance has been issued
to date.
As
a Cayman Islands company, the 1% excise tax is not expected to apply to redemptions of our ordinary shares (absent any regulations and
other additional guidance that may be issued in the future with retroactive effect).
However,
in connection with an initial business combination involving a company organized under the laws of the United States, it is possible
that we domesticate and continue as a Delaware corporation prior to certain redemptions and, because our securities are trading on Nasdaq,
it is possible that we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions in connection
with the initial business combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance
from the U.S. Department of the Treasury, redemptions in complete liquidation of the company). In all cases, the extent of the excise
tax that may be incurred will depend on a number of factors, including the fair market value of our stock redeemed, the extent such redemptions
could be treated as dividends and not repurchases, and the content of any regulations and other additional guidance from the U.S. Department
of the Treasury that may be issued and applicable to the redemptions. Issuances of stock by a repurchasing corporation in a year in which
such corporation repurchases stock may reduce the amount of excise tax imposed with respect to such repurchase. The excise tax is imposed
on the repurchasing corporation itself, not the stockholders from which stock is repurchased. The imposition of the excise tax as a result
of redemptions in connection with the initial business combination could, however, reduce the cash contribution to the target business
in connection with our initial business combination, which could cause the shareholders of the combined company who did not elect to
redeem our ordinary shares to economically bear the impact of such excise tax.
Embrace
Change has been late in paying the Extension Payment so it may have to liquidate before the Business Combination is consummated.
On
August 12, 2022, Embrace Change consummated its IPO of 7,392,855 units. On August 9, 2023, EMCG held an annual meeting of shareholders.
EMCGs shareholders approved the proposal to amend EMCGs charter to extend the date by which EMCG has to consummate a business
combination twelve (12) times for an additional one (1) month each time from August 12, 2023 to August 12, 2024 by depositing into the
Trust Account the lesser of $100,000 or $0.045 per outstanding public share for each one-month extension. On August 12, 2024, EMCG held
an extraordinary general meeting of shareholders. EMCGs shareholders approved the proposal to amend EMCGs charter to extend
the date by which EMCG has to consummate a business combination nine times for twelve additional months each time from August 12, 2024
to August 12, 2025 by depositing into the Trust Account $75,000 for each one-month extension. Accordingly, the current deadline for consummation
of the Business Combination is August 12, 2025. On September 10, 2024, May 8, 2025 and June 3, 2025, Embrace Change deposited $75,000
each time, for an aggregate of $225,000, into the Trust Account, which extended the Termination Date to November 12, 2024. Embrace Change
should further extend the Termination Date eight additional times, through July 12, 2025, but failed to make the applicable deposit.
As of the date the hereof, Embrace Change is behind on payments to its Trust Account for an aggregate amount of $675,000. While Embrace
Change expects to pay all of the due extension payments prior to the consummation of the Business Combination, there is no guarantee
that Embrace Change will be able to do so. In addition, it is possible that Embrace Changes could be forced to liquidate prior to making
full payment to the Trust Account. If Embrace Change liquidates before making payment in full to the Trust Account, shareholders may
have to recourse to collect such funds.
21
We
are required by the Nasdaq Listing Rules to consummate a Business Combination within 36 months of the effectiveness of our IPO Registration
Statement. Because we expect that we are not able to consummate a Business Combination within this time period, our securities are likely
be subject to delisting.
Nasdaq
Listing Rule IM-5101-2(b) (the 36-month Rule), requires that we complete a business combination no later than 36 months
after our IPO, and Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure
to meet the 36-month requirement to complete a business combination in the 36-month Rule. Given that we received the notice of effectiveness
of our IPO registration statement on Form S-1 on August 9, 2022, we will meet the 36-month deadline on August 9, 2025. In connection
with the Extension Amendment Proposal, we are seeking to extend our Termination Date up to August 12, 2026, or 48 months after our IPO.
If the Extension Amendment Proposal is adopted and we extend our Extended Date beyond 36 months of the effectiveness of our IPO registration
statement, Nasdaq will determine that we are not in compliance with the 36-month Rule and our securities will be suspended from trading
on Nasdaq and ultimately and delisted from Nasdaq. For the avoidance of doubt, any Extended Date beyond August 9, 2025 would not comply
with Nasdaq Listing Rule IM-5101-2 and result in our delisting.
If
our securities are delisted from trading on Nasdaq, we expect such securities to be quoted on an over-the-counter market. In this over-the-counter
market, we could face significant material adverse consequences, including:
●
a
limited availability of market quotations for our securities;
●
a
determination that our common stock is a penny stock which will require brokers trading in our common stock to adhere
to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
●
a
limited amount of news and analyst coverage; and
●
a
decreased ability to issue additional securities or obtain additional financing in the future.
Additionally,
because our securities will no longer be listed on Nasdaq, our securities will no longer be considered covered securities
for the purpose of The National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or preempts the
states from regulating the sale of certain securities, which are referred to as covered securities. Therefore, our securities
will be subject to regulation in each state in which we offer our securities.
22
PROPOSAL
NO. 1 THE EXTENSION AMENDMENT PROPOSAL
Overview
Embrace
Change is proposing to amend and restate, by special resolution, its Articles of Association to extend the date by which Embrace Change
must consummate a business combination to the Extended Date so as to give Embrace Change additional time to complete a Business Combination
by deleting the Articles of Association in its entirety and adopting the fourth amended and restated memorandum and articles of association
of Embrace Change. The text of the proposed special resolution is set forth as the first resolution in Annex A to this proxy statement.
The complete text of the proposed fourth amended and restated memorandum and articles of association of Embrace Change is attached to
this proxy statement as Annex C.
The
Board believes that it is in the best interests of Embrace Change shareholders that the Extension be obtained so that Embrace Change
will have an additional amount of time to consummate a Business Combination. Without the Extension, Embrace Change will not be able to
complete a Business Combination on or before the Termination Date, and would be forced to liquidate. Embrace Change intends to hold a
Business Combination Extraordinary General Meeting at a future date to approve a Business Combination.
Articles
of Association
Embrace
Change believes that given Embrace Changes expenditure of time, effort and money on a Business Combination, circumstances warrant
ensuring that Embrace Change is in the best position possible to consummate a Business Combination and that it is in the best interests
of Embrace Change shareholders that Embrace Change obtain the Extension. Embrace Change believes a Business Combination will provide
significant benefits to its shareholders.
As
contemplated by the Articles of Association, the holders of the Public Shares may elect to redeem all or a portion of their Public Shares
in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented. You may elect to redeem
your Public Shares in connection with the Extraordinary General Meeting.
On
August 7, 2025, the redemption price per Public Share was approximately $12.08 (which is expected to be the same approximate
amount two (2) business days prior to the Extraordinary General Meeting), based on the aggregate amount on deposit in the Trust Account
of approximately $26.9 million as of July 25, 2025 (including interest not previously released to Embrace Change to pay
its taxes), divided by the total number of then issued and outstanding Public Shares. The closing price of the Public Shares on Nasdaq
on July 25, 2025 was $12.15. Accordingly, if the market price of the Public Shares were to remain the same until the date
of the Extraordinary General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately
$0.07 less per share than if the Public Shares were sold in the open market. Embrace Change cannot assure shareholders that they
will be able to sell their Public Shares in the open market, even if the market price per Public Share is lower than the redemption price
stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Embrace Change
believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional
period if Embrace Change does not complete a Business Combination on or before the Termination Date.
Reasons
for the Extension Amendment Proposal
Embrace
Change has determined that there will not be sufficient time before August 12, 2025 to hold an Extraordinary General Meeting to obtain
the requisite shareholder approval of, and to consummate, a Business Combination.
The
Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period twelve
(12) times for an additional one (1) month each time from August 12, 2024 (i.e., 24 months from the consummation of the IPO) up to August
12, 2025 (i.e., 36 months from the consummation of the IPO). The only way to extend the Combination Period without the need for a separate
shareholder vote under the Articles of Association and Trust Agreement is for our sponsor or its affiliates or designees, upon ten days
advance notice prior to the applicable deadline, to deposit into the Trust Account $75,000, for each one-month extension, on or prior
to the date of the applicable deadline. On September 10, 2024, May 8, 2025 and June 3, 2025, Embrace Change deposited $75,000 each time,
for an aggregate of $225,000, into the Trust Account, which extended the Termination Date to November 12, 2024. Embrace Change should
further extend the Termination Date eight additional times, through July 12, 2025, but failed to make the applicable deposit. As of the
date the hereof, Embrace Change is behind on payments to its Trust Account for an aggregate amount of $675,000.
23
If
the Extension Amendment Proposal is approved, the Company shall have the right to extend, by resolution of the Board, the Combination
Period from August 12, 2025 to August 12, 2026. The Extension Amendment Proposal is essential to allowing Embrace Change additional time
to consummate a Business Combination, and at the same time, without paying any deposit. Approval of each of the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension.
Embrace
Change believes that it is in the best interests of Embrace Change shareholders that Embrace Change obtain the Extension in order to
complete a Business Combination, which will provide significant benefits to its shareholders.
If
the Extension Amendment Proposal is Not Approved
If
the Extension Amendment Proposal is not approved, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly
as reasonably possible but not more than five business days thereafter, conduct the Mandatory Redemption, which Mandatory Redemption
will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions,
if any); and (3) as promptly as reasonably possible following such Mandatory Redemption, subject to the approval of our remaining shareholders
and our board, liquidate and dissolve, subject in the case of clauses (2) and (3), to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to the 1,848,214 Founder Shares
or any shares underlying the Private Units. There will be no distribution from the Trust Account with respect to Embrace Changes
warrants and rights, which will expire worthless in the event Embrace Change dissolves and liquidates the Trust Account.
If
the Extension Amendment Proposal is Approved
If
the Extension Amendment Proposal is approved, Embrace Change intends to submit the fourth amended and restated memorandum and articles
of association with the Cayman Islands Registrar of Companies in the form of Annex C hereto to extend the time it has to complete a business
combination until the Extended Date. Embrace Change will then continue to attempt to consummate a business combination until the Extended
Date. Embrace Change will remain a reporting company under the Exchange Act and its units, Public Shares, public warrants and public
rights will remain publicly traded during this time.
You
are not being asked to vote on a Business Combination at the Extraordinary General Meeting. The vote by Embrace Change shareholders on
a Business Combination will occur at a separate Business Combination Extraordinary General Meeting of Embrace Change shareholders, to
be held at a later date, and the solicitation of proxies from Embrace Change shareholders in connection with such separate Business Combination
Extraordinary General Meeting, and the related right of Embrace Change shareholders to redeem in connection with a Business Combination
(which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal and the Trust
Agreement Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares
are redeemed in the event the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect
to redeem your Public Shares in connection with the Extraordinary General Meeting.
Redemption
Rights
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public
shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed
on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no
longer own the shares.
24
In
order to exercise your redemption rights, you must:
●
if
you hold units, separate the underlying Public Shares, public warrants and public rights;
●
on
or before two business days before the Extraordinary General Meeting, tender your shares physically or electronically and submit
a request in writing that Embrace Change redeem your Public Shares for cash to the Trustee, at the following address:
Continental
Stock Transfer Trust Company, LLC
1 State Street, 30
th
Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
and
●
deliver
your Public Shares either physically or electronically through DTCs DWAC system to the transfer agent at least two business
days before the Extraordinary General Meeting.
Shareholders
seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical
certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain
physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street
name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If
you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.
Shareholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name are required
to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business
days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Extraordinary General Meeting, or to deliver
their shares to the transfer agent electronically using DTCs DWAC system, at such shareholders option.
Holders
of outstanding units must separate the underlying Public Shares, public warrants and public rights prior to exercising redemption rights
with respect to the Public Shares. If you hold units registered in your own name, you must deliver the certificate for such units to
the Trustee, with written instructions to separate such units into Public Shares, public warrants and public rights. This must be completed
far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption
rights upon the separation of the Public Shares from the units.
If
a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units.
Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to
be split and the nominee holding such units. Your nominee must also initiate electronically, using DTCs DWAC system, a withdrawal
of the relevant units and a deposit of an equal number of Public Shares, public warrants and public rights. This must be completed far
enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the units.
While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the
separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption
rights.
25
Each
redemption of a Public Share by Embrace Changes public shareholders will reduce the amount in the Trust Account, which held marketable
securities with a fair value of approximately $26.9 million as of July 25, 2025. Prior to their exercising redemption rights,
Embrace Change shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the
sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per share
is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even
if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public
Shares when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro
rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest
in, the future growth of Embrace Change, if any. You will be entitled to receive cash for your Public Shares only if you properly and
timely demand redemption.
Embrace
Change will not consummate a Business Combination on or before the Termination Date, so if the Extension Amendment Proposal is not approved,
Embrace Change will be required to dissolve and liquidate the trust account by returning the then remaining funds in such account to
the public shareholders and all of Embrace Changes warrants and rights will expire worthless.
Your
right to redeem in connection with the Extraordinary General Meeting relating to the Extension Amendment Proposal does not affect the
right of Embrace Change shareholders to elect to redeem their Public Shares in connection with a Business Combination, which is a separate
and additional redemption right available to Embrace Change shareholders. Shareholders of Embrace Change seeking to exercise their redemption
rights in connection with a Business Combination should follow the instructions for the exercise of such rights set forth in the proxy
statement/prospectus relating to a Business Combination Extraordinary General Meeting.
Vote
Required for Approval
The
approval of the Extension Amendment Proposal requires a special resolution under the laws of the Cayman Islands, being the affirmative
vote of at least two-thirds (2/3) majority of votes cast by such holders of the issued and outstanding Ordinary Shares, as, being entitled
to do so, vote in person or by proxy at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary
General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension Amendment
Proposal.
Our
Board will abandon and not implement the Extension Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is
not, neither proposal will take effect.
Resolution
The
text of the proposed special resolution to be put to shareholders to consider and vote upon at the Extraordinary General Meeting in relation
to the Extension Amendment Proposal is set forth as the first resolution in Annex A to this proxy statement.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT EMBRACE CHANGE SHAREHOLDERS VOTE
FOR THE EXTENSION AMENDMENT PROPOSAL.
26
PROPOSAL
NO. 2 THE TRUST AGREEMENT AMENDMENT
Overview
The
proposed Trust Agreement Amendment would amend our existing Investment Management Trust Agreement (the
Trust Agreement
),
dated as of August 9, 2022, by and between the Company and Continental Stock Transfer Trust Company (the
Trustee
),
to extend the Combination Period from the Termination Date to the Extended Date (the
Trust Agreement Amendment
).
A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read
the proposed amendment in its entirety for a more complete description of its terms.
Reasons
for the Trust Agreement Amendment
The
purpose of the Trust Agreement Amendment is to extend the Combination Period from the Termination Date to the Extended Date.
The
Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period twelve
(12) times for an additional one (1) month each time from August 12, 2024 (i.e., 24 months from the consummation of the IPO) up to August
12, 2025 (i.e., 48 months from the consummation of the IPO). The only way to extend the Combination Period without the need for a separate
shareholder vote under the Articles of Association and Trust Agreement is for our sponsor or its affiliates or designees, upon ten days
advance notice prior to the applicable deadline, to deposit into the Trust Account $75,000, for each one-month extension, on or prior
to the date of the applicable deadline. On September 10, 2024, May 8, 2025 and June 3, 2025, Embrace Change deposited $75,000 each time,
for an aggregate of $225,000, into the Trust Account, which extended the Termination Date to November 12, 2024. Embrace Change should
further extend the Termination Date eight additional times, through July 12, 2025, but failed to make the applicable deposit. As of the
date the hereof, Embrace Change is behind on payments to its Trust Account for an aggregate amount of $675,000.
Embrace
Change has determined that there will not be sufficient time before August 12, 2025 (its current termination date) to hold an Extraordinary
General Meeting to obtain the requisite shareholder approval of, and to consummate, a Business Combination.
If
the Companys Board otherwise determines that the Company will not be able to consummate a Business Combination by the Extended
Date, the Company would wind up its affairs and redeem 100% of the outstanding Public Shares in accordance with the same procedures set
forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved.
The
Trust Agreement Amendment Proposal is essential to allowing Embrace Change additional time to consummate a Business Combination, and
at the same time, by paying substantially less deposit. Approval of each of the Extension Amendment Proposal and the Trust Agreement
Amendment Proposal is a condition to the implementation of the Extension.
27
If
the Trust Agreement Amendment Is Not Approved
If
the Trust Agreement Amendment is not approved, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly
as reasonably possible but not more than five business days thereafter, conduct the Mandatory Redemption, which Mandatory Redemption
will completely extinguish Public Shareholders rights as shareholders (including the right to receive further liquidating distributions,
if any); and (3) as promptly as reasonably possible following such Mandatory Redemption, subject to the approval of our remaining shareholders
and our board, liquidate and dissolve, subject in the case of clauses (2) and (3), to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law.
The
initial shareholders have waived their rights to participate in any liquidation distribution with respect to their shares. There will
be no distribution from the Trust Account with respect to the Companys warrants and rights, which will expire worthless in the
event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account, except to the
extent provided under the Trust Agreement.
If
the Trust Agreement Amendment Is Approved
If
the Trust Amendment Proposal is approved, the Company shall have the right to extend, by resolution of the Board, the Combination Period
from August 12, 2025 to August 12, 2026. The Trust Account will not be disbursed except to the extent any Redemptions are made in connection
with this Extraordinary General Meeting, in connection with our completion of a Business Combination or in connection with our liquidation
if we do not complete a Business Combination by the applicable termination date. The Company will then continue to attempt to consummate
a business combination until the applicable termination date or until the Board determines in its sole discretion that it will not be
able to consummate a Business Combination by the applicable termination date as described below and does not wish to seek an additional
extension.
Required
Vote
Subject
to the foregoing, the affirmative vote of at least fifty percent (50%) of the Companys issued and outstanding shares will be required
to approve the Trust Agreement Amendment Proposal. Our Board will abandon and not implement the Trust Agreement Amendment Proposal unless
our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal
is approved by the shareholders and the other proposal is not, none of the proposals will take effect.
Resolution
The
resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Trust Agreement
Amendment Proposal is as follows:
RESOLVED,
AS AN ORDINARY RESOLUTION, THAT
subject to and conditional upon the effectiveness of the special resolution to amend and restate
the Third Amended and Restated Articles of Association of the Company with respect to the Extension Amendment as set forth in Annex A,
the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement to give the Company the right to
extend the date by which the Company has to complete a business combination from August 12, 2025 to August 12, 2026.
Recommendation
THE
BOARD UNANIMOUSLY RECOMMENDS THAT EMBRACE CHANGE SHAREHOLDERS VOTE
FOR THE TRUST AGREEMENT AMENDMENT PROPOSAL.
28
PROPOSAL
NO. 3 THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit
further solicitation of proxies.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by Embrace Change shareholders, the Board may not be able to adjourn the Extraordinary General
Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General
Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.
Vote
Required for Approval
Approval
of the Adjournment Proposal requires an ordinary resolution, which is the affirmative vote of a simple majority of the votes cast by
the holders of the Ordinary Shares, present in person or represented by proxy and entitled to vote thereon and who vote at the Extraordinary
General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker
non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.
Resolution
The
resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Adjournment
Proposal is as follows:
RESOLVED
,
as an ordinary resolution that, the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the
chairman of the Extraordinary General Meeting be confirmed, adopted, approved and ratified in all respects.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT EMBRACE CHANGE SHAREHOLDERS VOTE
FOR THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
29
BUSINESS
OF EMBRACE CHANGE AND CERTAIN INFORMATION ABOUT EMBRACE CHANGE
General
Embrace
Change is a blank check company incorporated on March 3, 2021 as a Cayman Islands exempted company and incorporated for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses.
On
August 12, 2022, the Company consummated the IPO of 7,392,855 units, at $10.00 per unit, generating gross proceeds of $73,928,550. Each
unit consisted of one Ordinary Share, one warrant, each whole warrant exercisable to purchase one Ordinary Share at a share price of
$11.50 per share, and one right, each right entitling the holder to receive one-eighth (1/8) of one Ordinary Share upon consummation
of our initial business combination. Simultaneously with the consummation of the IPO, Embrace Change consummated the private sale of
373,750 Private Units at a price of $10.00 per unit, for an aggregate purchase price of $3,737,500. Each Private Unit is identical to
the public units sold in IPO. A total of $75,776,764 from the net proceeds of the sale of the units in the IPO and the sale of the Private
Units was placed in a Trust Account. Also simultaneously with the closing of the IPO, pursuant to the Underwriting Agreement, the Company
issued an aggregate of 73,929 Ordinary Shares to the representative of the underwriters.
On
March 4, 2024, the Company and EF Hutton LLC, formerly known as EF Hutton, division of Benchmark Investments, LLC (
EF Hutton
),
the underwriter of the Companys initial public offering, entered into a Satisfaction and Discharge of Indebtedness Pursuant to
Underwriting Agreement dated August 9, 2022, pursuant to which, EF Hutton agrees to revise the deferred underwriting fee of three point
five percent (3.50%) of the gross proceeds of the initial public offering, or $2,587,499, to (1) $750,000 in cash on the date of the
closing of the initial business combination (the
Closing
) and (2) 200,000 of registered and unrestricted shares
of the Company, shall be issued and delivered to EF Hutton at the Closing.
On
January 9, 2025, EMC Merger Sub 1 (
Purchaser
), a wholly owned subsidiary of the Company and a Cayman Island exempted
company, was formed to be the surviving company after the reincorporation merger in connection with a contemplated business combination.
It has no principal operations or revenue producing activities.
On
January 9, 2025, EMC Merger Sub 2 (
Merger Sub
), a wholly owned subsidiary of the Purchaser and a Cayman Island exempted
company, was formed to be the Merger Sub in connection with a contemplated business combination. It has no principal operations or revenue
producing activities.
On
January 26, 2025, the Company entered into a merger agreement (as it may be amended, supplemented, or otherwise modified from time to
time, the Merger Agreement), by and between the Company, Purchaser, Merger Sub, and Tianji Tire Global (Cayman) Limited,
a Cayman Islands exempted company (
Tianji
), pursuant to which (a) the Company will be merged with and into Purchaser
(the
Reincorporation Merger
), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged
with and into Tianji (the
Acquisition Merger
), with Tianji surviving the Acquisition Merger as a direct wholly owned
subsidiary of Purchaser. Following the Business Combination, Purchaser will be a publicly traded company.
30
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of Embrace Changes Ordinary Shares as of July 22,
2025 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Embrace Change
Ordinary Shares, by:
●
each
person known by Embrace Change to be the beneficial owner of more than 5% of Embrace Changes issued and outstanding Ordinary
Shares;
●
each
of Embrace Change executive officers and directors that beneficially owns shares of Embrace Changes Ordinary Shares;
and
●
all
Embrace Changes executive officers and directors as a group.
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently
exercisable or exercisable within sixty days.
In
the table below, percentage ownership is based on 4,520,024 issued and outstanding Ordinary Shares as of July 22, 2025.
Voting
power represents the combined voting power of Ordinary Shares owned beneficially by such person. Unless otherwise indicated, Embrace
Change believes that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them.
Name
and Address of Beneficial Owner
(1)
Amount
and
Nature of
Beneficial
Ownership of
Common
Stock
Approximate
Percentage
of
Outstanding
Shares of
Common
Stock
Jingyu
Wang
-
-
Zheng
Yuan
-
-
Jiangping
(Gary) Xiao
-
-
Hang
Zhou
-
-
All
current directors and executive officers as a group (four individuals)
-
-
Wuren
Fubao Inc.
(2)
2,221,964
49.2
%
Mizuho
Financial Group, Inc.
(3)
400,320
8.9
%
Wolverine
Asset Management, LLC
(4)
466,542
10.3
%
Polar
Asset Management Partners Inc.
(5)
250,000
5.5
TD
SECURITIES (USA) LLC
(6)
240,719
5.3
(1)
Unless
otherwise indicated, the business address of each of the individuals is 5186 Carroll Canyon Rd, San Diego, CA 92121.
(2)
Represents
shares held by our sponsor. Mr. Bin Li has voting and dispositive power over the shares held of record by our sponsor. Mr. Bin Li
disclaims any beneficial ownership of the shares held by our sponsor, except to the extent of his pecuniary interest therein.
(3)
Based
on information provided in a Schedule 13G/A filed on May 13, 2025. Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas
LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is
their wholly-owned subsidiary. The address of the principal office of the reporting person is 155, Otemachi, Chiyodaku,
Tokyo 1008176, Japan.
(4)
Based
on information provided in a Schedule 13G filed by Wolverine Asset Management, LLC, Wolverine Holdings, L.P., Wolverine Trading Partners,
Inc., Christopher L. Gust and Robert R. Bellick on February 8, 2024. Wolverine Asset Management, LLC (WAM) is an investment
adviser and has voting and disposition power over 466,542 of the Issuers Ordinary Shares. The sole member and manager of WAM
is Wolverine Holdings, L.P. (Wolverine Holdings). Robert R. Bellick and Christopher L. Gust may be deemed to control
Wolverine Trading Partners, Inc. (WTP), the general partner of Wolverine Holdings. Each of Wolverine Holdings, Mr.
Bellick, Mr. Gust, and WTP have voting and disposition power over 466,742 of Embrace Changes Ordinary Shares. The address
of the principal office of the reporting persons is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago,
IL 60604.
(5)
Based
on information provided in a Schedule 13G filed on February 14, 2025. The address of the principal office of the reporting person
is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6.
(6)
Based
on information provided in a Schedule 13G filed on February 13, 2025. The address of TD Securities (USA) LLCs (TDS)
principal office and Toronto Dominion Holdings (U.S.A.), Inc.s (TDH) principal office is One Vanderbilt Avenue,
New York, New York 10017. The address of TD Group US Holdings LLCs (TD GUS) principal office is 251 Little Falls
Drive, Wellington, Delaware 19808. The address of Toronto Dominion Banks (TD Bank) principal office is Toronto-Dominion
Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2. TDS has the sole power to vote or direct
the vote and the sole power to dispose or direct the disposition of these shares.
31
HOUSEHOLDING
INFORMATION
Unless
Embrace Change has received contrary instructions, Embrace Change may send a single copy of this proxy statement to any household at
which two or more shareholders reside if Embrace Change believes the shareholders are members of the same family. This process, known
as householding, reduces the volume of duplicate information received at any one household and helps to reduce Embrace
Changes expenses. However, if shareholders prefer to receive multiple sets of Embrace Changes disclosure documents at the
same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address
is shared with another shareholder and together both of the shareholders would like to receive only a single set of Embrace Changes
disclosure documents, the shareholders should follow these instructions:
●
if
the shares are registered in the name of the shareholder, the shareholder should contact Embrace Change at the following address
and e-mail address:
if
a broker, bank or nominee holds the shares, the shareholder should contact the broker, bank or nominee directly.
32
WHERE
YOU CAN FIND MORE INFORMATION
Embrace
Change files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act.
Embrace Changes public filings are also available to the public from the SECs website at www.sec.gov. You may request a
copy of Embrace Changes filings with the SEC (excluding exhibits) at no cost by contacting Embrace Change at the address and/or
telephone number below.
If
you would like additional copies of this proxy statement or Embrace Changes other filings with the SEC (excluding exhibits) or
if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact Embrace Change at
the following address and e-mail address:
Embrace
Change Acquisition Corp.
San Diego, CA 92121
Attention: Yuan Zheng - Chief Financial Officer
Email:
jennifer.yuan@embracechange.top
You
may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from Embrace Changes proxy
solicitation agent at the following address, telephone number and e-mail address:
Advantage
Proxy, Inc.
PO
Box 10904
Yakima,
WA 98909
Tel:
206-870-8565 or
Email:
ksmith@advantageproxy.com
You
will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other
nominee, you should contact your broker, bank or other nominee for additional information.
If
you are an Embrace Changes shareholder and would like to request documents, please do so by August 4, 2025, five business
days prior to the Extraordinary General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any
documents from Embrace Change, such documents will be mailed to you by first class mail or another equally prompt means.
33
ANNEX
A
PROPOSED
AMENDMENTS TO
THE AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
OF
EMBRACE CHANGE ACQUISITION CORP.
The
Extension Amendment Proposal
RESOLVED,
as a special resolution, THAT:
Article
37.8 of the Third Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the words
The Company has until 36 months from the closing of the IPO to consummate a Business Combination, provided however that if
the Board of Directors anticipates that the Company may not be able to consummate a Business Combination within 24months from the closing
of the IPO, the Company may, by Resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a Business
Combination up to twelve times, each by an additional one month, subject to the Sponsor depositing additional funds into the Trust Account
upon five days advance notice prior to the applicable deadline in accordance with terms as set out in the Trust Agreement. In the event
that the Company does not consummate a Business Combination by 24 months from the closing of the IPO (or up to 36 months from the Closing
of the IPO (subject in the latter case to valid one-month extensions having been made in each case) or such later time as the Members
of the Company may approve in accordance with these Articles (the Extended Date), the Company shall
and their
replacement by the words
The Company has until 48 months from the closing of the IPO to consummate a Business Combination,
provided however that if the Board of Directors anticipates that the Company may not be able to consummate a Business Combination within
36 months from the closing of the IPO, the Company may, by Resolution of Directors, at the request of the Sponsor, extend the period
of time to consummate a Business Combination for twelve months. In the event that the Company does not consummate a Business Combination
by 48 months from the closing of the IPO or such later time as the Members of the Company may approve in accordance with these Articles
(the Extended Date), the Company shall,
and
Article
37.9(a)(ii) of the Third Amended and Restated Memorandum of Association and Articles of Association of the Company be amended by the
deletion of the words
within 24 months after the date of the closing of the IPO or 36 months from the closing of the IPO pursuant
to Article 37.8 (subject in the latter case to valid one-month extensions having been made in each case)
and their replacement
with the words
within 48 months from the closing of the IPO pursuant to Article 37.8,
and
Article
37.11(b)(ii)(A) of the Third Amended and Restated Memorandum of Association and Articles of Association of the Company be amended by
the deletion of the words
beyond 24 months from the closing of the IPO or 36 months from the closing of the IPO pursuant to
Article 37.8 (subject in the latter case to valid one-month extensions having been made in each case)
to
beyond
48 months from the closing of the IPO pursuant to Article 37.8,
and
The
fourth amended and restated memorandum and articles of association of the Company be and are hereby approved and adopted, in substitution
for, and to the exclusion of, the Third Amended and Restated Memorandum and Articles of Association of the Company with immediate effect
to reflect the above amendments.
Annex A-
1
ANNEX
B
PROPOSED
AMENDMENT NO. 3
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Amendment No. 3 (this
Amendment
), dated as of August 11, 2025, to the Investment Management Trust Agreement
(as defined below) is made by and between Embrace Change Acquisition Corp. (the
Company
) and Continental Stock Transfer
Trust Company, as trustee (
Trustee
). All terms used but not defined herein shall have the meanings assigned
to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of August 9, 2022 (the Trust Agreement):
WHEREAS,
Section l(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
the Amendment No. 2 of the Trust Agreement requires the Company to deposit $75,000 into the Trust Account for each one-month extension
from August 12, 2024 for up to twelve months;
WHEREAS,
at an Extraordinary General Meeting of the Company held on August 11, 2025 (the Extraordinary General Meeting),
the Companys shareholders approved (i) a proposal to amend the Companys amended and restated articles of association (the
AR AA) giving the Company the right to extend the date by which it has to consummate a business combination twelve
(12) months, from August 12, 2025 to August 12, 2026 (i.e., for a period of time ending 48 months from the consummation of its initial
public offering); and (ii) a proposal to amend the Trust Agreement so the Company is not required to make any deposit into the Trust
Account for the extension of the twelve months; and
NOW
THEREFORE, IT IS AGREED:
1.
Section l(i) of the Trust Agreement is hereby amended and restated in its entirety to read as follows:
(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(Termination Letter), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and,
in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to
by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed
in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter
has not been received by the Trustee by the 48-month anniversary of the Closing as the Company extended the time to complete the Business
Combination to August 12, 2026 (the Last Date), the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.
2.
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
3.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
Annex B-
1
4.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby
ratified, intentionally waived and relinquished by all parties hereto
5.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[signature
page follows]
Annex B-
2
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
CONTINENTAL
STOCK TRANSFER TRUST COMPANY, as Trustee
By:
Name:
Title:
EMBRACE
CHANGE ACQUISITION CORP.
By:
Name:
Title:
Annex B-
3
ANNEX
C
PROPOSED
FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
Annex C-
1
COMPANIES
ACT (REVISED)
COMPANY
LIMITED BY SHARES
FOURTH
AMENDED AND RESTATED
MEMORANDUM
AND ARTICLES OF ASSOCIATION
OF
Embrace
Change Acquisition Corp.
ADOPTED
BY SPECIAL RESOLUTION DATED AUGUST 11, 2025
Annex C-
2
Companies
Act (Revised)
Company
Limited by Shares
Fourth
Amended and Restated
Memorandum
of Association
of
Embrace
Change Acquisition Corp.
Adopted
by special resolution dated August 11, 2025
1
The
name of the Company is Embrace Change Acquisition Corp.
2
The
Companys registered office will be situated at the Office of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors
Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands, or at such other place in
the Cayman Islands as the directors may at any time decide.
3
The
Companys objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power
and authority to carry out any object not prohibited by any law of the Cayman Islands.
4
The
Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies
Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of
any question of corporate benefit.
5
Nothing
in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:
(a)
the
business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or
(b)
insurance
business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed
in that behalf under the Insurance Act (Revised);or
(c)
the
business of company management without being licensed in that behalf under the Companies Management Act (Revised).
6
The
Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on
outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the
Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
7
The
Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that
members shares.
Annex C-
3
8
The
share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each. Subject to the Companies
Act (Revised) and the Companys articles of association, the Company has power to do any one or more of the following
(a)
to
redeem or repurchase any of its shares; and
(b)
to
increase or reduce its capital; and
(c)
to
issue any part of its capital (whether original, redeemed, increased or reduced):
(i)
with
or without any preferential, deferred, qualified or special rights, privileges or conditions; or
(ii)
subject
to any limitations or restrictions
and
unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise)
is subject to this power; or
(d)
to
alter any of those rights, privileges, conditions, limitations or restrictions.
9
The
Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside
the Cayman Islands and to be deregistered in the Cayman Islands.
Annex C-
4
COMPANIES
ACT (REVISED)
COMPANY
LIMITED BY SHARES
FOURTH
AMENDED AND RESTATED
ARTICLES
OF ASSOCIATION
OF
EMBRACE
CHANGE ACQUISITION CORP.
ADOPTED
BY SPECIAL RESOLUTION ON AUGUST 11, 2025
Annex C-
5
CONTENTS
1.
Definitions,
interpretation and exclusion of Table A
C-11
Definitions
C-11
Interpretation
C-14
Exclusion
of Table A Articles
C-14
2.
Commencement
of Business
C-15
3.
Shares
C-15
Power
to issue Shares and options, with or without special rights
C-15
Power
to issue fractions of a Share
C-15
Power
to pay commissions and brokerage fees
C-16
Trusts
not recognised
C-16
Power
to vary class rights
C-16
Effect
of new Share issue on existing class rights
C-16
Capital
contributions without issue of further Shares
C-17
No
bearer Shares or warrants
C-17
Treasury
Shares
C-17
Rights
attaching TO Treasury Shares and related matters
C-17
4.
Register
of Members
C-18
5.
Share
certificates
C-18
Issue
of share certificates
C-18
Renewal
of lost or damaged share certificates
C-18
6.
Lien
on Shares
C-18
Nature
and scope of lien
C-18
Company
may sell Shares to satisfy lien
C-19
Authority
to execute instrument of transfer
C-19
Consequences
of sale of Shares to satisfy lien
C-19
Application
of proceeds of sale
C-19
7.
Calls
on Shares and forfeiture
C-20
Power
to make calls and effect of calls
C-20
Time
when call made
C-20
Liability
of joint holders
C-20
Interest
on unpaid calls
C-20
Deemed
calls
C-20
Power
to accept early payment
C-20
Power
to make different arrangements at time of issue of Shares
C-20
Notice
of default
C-21
Forfeiture
or surrender of Shares
C-21
Disposal
of forfeited or surrendered Share and power to cancel forfeiture or surrender
C-21
Evidence
of forfeiture or surrender
C-22
Sale
of forfeited or surrendered Shares
C-22
Annex C-
6
8.
Transfer
of Shares
C-22
Form
of transfer
C-22
Power
to refuse registration
C-22
Power
to suspend registration
C-22
Company
may retain instrument of transfer
C-22
9.
Transmission
of Shares
C-23
Persons
entitled on death of a Member
C-23
Registration
of transfer of a Share following death or bankruptcy
C-23
Indemnity
C-23
Rights
of person entitled to a Share following death or bankruptcy
C-23
10.
Alteration
of capital
C-24
Increasing,
consolidating, converting, dividing and cancelling share capital
C-24
Dealing
with fractions resulting from consolidation of Shares
C-24
Reducing
share capital
C-24
11.
Redemption
and purchase of own Shares
C-24
Power
to issue redeemable Shares and to purchase own Shares
C-24
Power
to pay for redemption or purchase in cash or in specie
C-25
Effect
of redemption or purchase of a Share
C-25
12.
Meetings
of Members
C-26
Power
to call meetings
C-26
Content
of notice
C-27
Period
of notice
C-27
Persons
entitled to receive notice
C-27
Publication
of notice on a website
C-27
Time
a website notice is deemed to be given
C-28
Required
duration of publication on a website
C-28
Accidental
omission to give notice or non-receipt of notice
C-28
13.
Proceedings
at meetings of Members
C-28
Quorum
C-28
Lack
of quorum
C-28
Use
of technology
C-29
Chairman
C-29
Right
of a director to attend and speak
C-29
Adjournment
and Postponement
C-29
Method
of voting
C-29
Taking
of a poll
C-29
Chairmans
casting vote
C-30
Amendments
to resolutions
C-30
Written
resolutions
C-30
Sole-member
company
C-31
Annex C-
7
14.
Voting
rights of Members
C-31
Rights
of joint holders
C-31
Representation
of corporate Members
C-31
Member
with mental disorder
C-32
Objections
to admissibility of votes
C-32
Form
of proxy
C-32
How
and when proxy is to be delivered
C-33
Voting
by proxy
C-33
15.
Number
of directors
C-33
16.
Appointment,
disqualification and removal of directors
C-33
No
age limit
C-33
Corporate
directors
C-34
No
shareholding qualification
C-34
Appointment
and removal of directors
C-34
Resignation
of directors
C-35
Termination
of the office of director
C-35
17.
Alternate
directors
C-35
Appointment
and removal
C-35
Notices
C-36
Rights
of alternate director
C-36
Appointment
ceases when the appointer ceases to be a director
C-37
Status
of alternate director
C-37
Status
of the director making the appointment
C-37
18.
Powers
of directors
C-37
Powers
of directors
C-37
Appointments
to office
C-37
Remuneration
C-38
Disclosure
of information
C-38
19.
Delegation
of powers
C-38
Power
to delegate any of the directors powers to a committee
C-38
Power
to appoint an agent of the Company
C-39
Power
to appoint an attorney or authorised signatory of the Company
C-39
Power
to appoint a proxy
C-40
20.
Meetings
of directors
C-40
Regulation
of directors meetings
C-40
Calling
meetings
C-40
Notice
of meetings
C-40
Period
of notice
C-40
Use
of technology
C-40
Place
of meetings
C-40
Annex C-
8
Quorum
C-40
Voting
C-40
Validity
C-41
Recording
of dissent
C-41
Written
resolutions
C-41
Sole
directors minute
C-41
21.
Permissible
directors interests and disclosure
C-41
Permissible
interests subject to disclosure
C-41
Notification
of interests
C-42
Voting
where a director is interested in a matter
C-42
22.
Minutes
C-42
23.
Accounts
and audit
C-42
Accounting
and other records
C-42
No
automatic right of inspection
C-42
Sending
of accounts and reports
C-43
Validity
despite accidental error in publication on website
C-43
Audit
C-43
24.
Financial
year
C-44
25.
Record
dates
C-44
26.
Dividends
C-45
Declaration
of dividends by Members
C-45
Payment
of interim dividends and declaration of final dividends by directors
C-45
Apportionment
of dividends
C-45
Right
of set off
C-45
Power
to pay other than in cash
C-46
How
payments may be made
C-46
Dividends
or other moneys not to bear interest in absence of special rights
C-46
Dividends
unable to be paid or unclaimed
C-46
27.
Capitalisation
of profits
C-47
Capitalisation
of profits or of any share premium account or capital redemption reserve
C-47
Applying
an amount for the benefit of members
C-47
28.
Share
premium account
C-47
directors
to maintain share premium account
C-47
Debits
to share premium account
C-47
29.
Seal
C-47
Company
seal
C-47
Duplicate
seal
C-48
When
and how seal is to be used
C-48
If
no seal is adopted or used
C-48
Power
to allow non-manual signatures and facsimile printing of seal
C-48
Validity
of execution
C-48
Annex C-
9
30.
Indemnity
C-48
Indemnity
C-48
Release
C-49
Insurance
C-49
31.
Notices
C-49
Form
of notices
C-49
Electronic
communications
C-50
Persons
authorised to give notices
C-50
Delivery
of written notices
C-50
Joint
holders
C-50
Signatures
C-50
Evidence
of transmission
C-50
Giving
notice to a deceased or bankrupt Member
C-51
Date
of giving notices
C-51
Saving
provision
C-51
32.
Authentication
of Electronic Records
C-51
Application
of Articles
C-51
Authentication
of documents sent by Members by Electronic means
C-51
Authentication
of document sent by the Secretary or Officers of the Company by Electronic means
C-52
Manner
of signing
C-52
Saving
provision
C-52
33.
Transfer
by way of continuation
C-53
34.
Winding
up
C-53
Distribution
of assets in specie
C-53
No
obligation to accept liability
C-53
The
directors are authorised to present a winding up petition
C-53
35.
Amendment
of Memorandum and Articles
C-53
Power
to change name or amend Memorandum
C-53
Power
to amend these Articles
C-53
36.
Mergers
and Consolidations
C-54
37.
Business
Combination
C-54
38.
Certain
Tax Filings
C-57
39.
Business
Opportunities
C-57
Annex C-
10
Companies
Act (Revised)
Company
Limited by Shares
Fourth
Amended and Restated
Articles
of Association
of
Embrace
Change Acquisition Corp.
Adopted
by special resolution dated August 11, 2025
1.
Definitions,
interpretation and exclusion of Table A
Definitions
1.1
In
these Articles, the following definitions apply:
Act
means the Companies Act (Revised) of the Cayman Islands.
Affiliate
in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such persons
spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption
or anyone residing in such persons home, a trust for the benefit of any of the foregoing, a company, partnership or any natural
person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation
or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under
common control with, such entity.
Applicable
Law
means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments,
decisions, decrees or orders of any governmental authority applicable to such person.
Articles
means, as appropriate:
(a)
these
Amended and Restated Articles of Association as amended, restated, supplemented and/or otherwise modified from time to time: or
(b)
two
or more particular Articles of these Articles;
and
Article
refers to a particular Article of these Articles.
Audit
Committee
means the audit committee of the board of directors of the Company established pursuant to Article 23.8 hereof, or any
successor audit committee.
Auditor
means the person for the time being performing the duties of auditor of the Company.
Business
Combination
means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving
the Company, with one or more businesses or entities (each a Target Business), which Business Combination: (a) must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts
disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount and
taxes payable on the interest earned on the trust account); and (b) must not be effectuated solely with another blank cheque company
or a similar company with nominal operations.
Annex C-
11
Business
Day
means a day other than a day on which banking institutions or trust companies are authorised or obligated by law to close in
New York City, a Saturday or a Sunday.
Clear
Days
, in relation to a period of notice, means that period excluding:
(a)
the
day when the notice is given or deemed to be given; and
(b)
the
day for which it is given or on which it is to take effect.
Clearing
House
means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are
listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
Company
means the above-named company.
Compensation
Committee
means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any
successor committee.
Default
Rate
means 10% (ten per cent) per annum.
Designated
Stock Exchange
means any United States national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC
or The New York Stock Exchange LLC or any OTC market on which the Shares are listed for trading.
Electronic
has the meaning given to that term in the Electronic Transactions Act (Revised).
Electronic
Record
has the meaning given to that term in the Electronic Transactions Act (Revised).
Electronic
Signature
has the meaning given to that term in the Electronic Transactions Act (Revised).
Exchange
Act
means the United States Securities Exchange Act of 1934, as amended.
Founders
means all Members immediately prior to the consummation of the IPO.
Fully
Paid
and
Paid Up
:
(a)
in
relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that
Share, has been fully paid or credited as paid in money or moneys worth;
(b)
in
relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in
money or moneys worth.
Independent
Director
means a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange
as determined by the directors.
Investor
Group
means the Sponsor and its Affiliates, successors and assigns.
IPO
means the Companys initial public offering of securities.
IPO
Redemption
has the meaning given to it in Article 37.6.
Islands
means the British Overseas Territory of the Cayman Islands.
Member
means any person or persons entered on the Register of Members from time to time as the holder of a Share.
Annex C-
12
Memorandum
means the Amended and Restated Memorandum of Association of the Company as amended, restated, supplemented and/or otherwise modified
from time to time.
Nominating
Committee
means the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor
committee.
Officer
means a person then appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.
Ordinary
Resolution
means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast
by, or on behalf of, the Members entitled to vote thereon. The expression also includes a unanimous written resolution.
Over-Allotment
Option
means the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 3.4) issued
in the IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.
Public
Share
means a Share issued as part of the units (as described in Article 3.4) issued in the IPO.
Redemption
Price
has the meaning given to it in Article 37.6.
Register
of Members
means the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch
or duplicate register of Members.
Representative
means a representative of the Underwriters.
SEC
means the United States Securities and Exchange Commission.
Secretary
means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
Share
means a share in the share capital of the Company; and the expression:
(a)
includes
stock (except where a distinction between shares and stock is expressed or implied); and
(b)
where
the context permits, also includes a fraction of a share.
Special
Resolution
has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.
Sponsor
means Wuren Fubao Inc., an exempted company incorporated under the laws of the Cayman Islands.
Target
Business
means any businesses or entity with whom the Company wishes to undertake a Business Combination.
Tax
Filing Authorised Person
means such person as any director shall designate from time to time, acting severally.
Treasury
Shares
means Shares of the Company held in treasury pursuant to the Act and Article 3.14.
Trust
Account
means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the
net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing
date of the IPO, will be deposited.
Underwriter
means an underwriter of the IPO from time to time, and any successor underwriter.
Annex C-
13
Interpretation
1.2
In
the interpretation of these Articles, the following provisions apply unless the context otherwise requires:
(a)
A
reference in these Articles to a statute is a reference to a statute of the Islands as known by its short title, and includes:
(i)
any
statutory modification, amendment or re-enactment; and
(ii)
any
subordinate legislation or regulations issued under that statute.
Without
limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of
that Act in force from time to time as amended from time to time.
(b)
Headings
are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.
(c)
If
a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be
done on the next Business Day.
(d)
A
word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference
to any gender also denotes the other genders.
(e)
A
reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government
agency.
(f)
Where
a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding
meaning.
(g)
All
references to time are to be calculated by reference to time in the place where the Companys registered office is located.
(h)
The
words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic
Record where the distinction between a document in writing and an Electronic Record is expressed or implied.
(i)
The
words including, include and in particular or any similar expression are to be construed without limitation.
(j)
Any
requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied
in the form of an Electronic Signature.
(k)
Sections8
and 19(3) of the Electronic Transactions Act shall not apply.
(l)
The
term holder in relation to a Share means a person whose name is entered in the Register of Members as the holder of
such Share.
Exclusion
of Table A Articles
1.3
The
regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate
legislation are expressly excluded and do not apply to the Company.
Annex C-
14
2.
Commencement
of Business
2.1
The
business of the Company may be commenced as soon after incorporation of the Company as the directors see fit.
2.2
The
directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment
of the Company, including the expenses of registration.
3.
Shares
Power
to issue Shares and options, with or without special rights
3.1
Subject
to the provisions, if any, in the Act the Memorandum (and to any direction that may be given by the Company in general meeting),
these Articles and, where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent
regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the
directors have general and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options
over or otherwise deal with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as
they may decide. No Share may be issued at a discount except in accordance with the provisions of the Act.
3.2
Without
limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:
(a)
either
at a premium or at par;
(b)
with
or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or
otherwise.
3.3
The
Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the
holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on
such terms and conditions as the directors may decide.
3.4
The
Company may issue units of securities in the Company, which may be comprised of Shares, rights, options, warrants or convertible
securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any
class of Shares or other securities in the Company, on such terms and conditions as the directors may decide. The securities comprising
any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the
date of the prospectus relating to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject to
the Company having filed a current report on Form 8-K containing an audited balance sheet reflecting the Companys receipt
of the gross proceeds of the IPO with the SEC and a press release announcing when such separate trading will begin. Prior to such
date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.
Power
to issue fractions of a Share
3.5
Subject
to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding
fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,
rights and other attributes of a Share of that class of Shares.
Annex C-
15
Power
to pay commissions and brokerage fees
3.6
The
Company may, in so far as the Act permits, pay a commission to any person in consideration of that person:
(a)
subscribing
or agreeing to subscribe, whether absolutely or conditionally; or
(b)
procuring
or agreeing to procure subscriptions, whether absolute or conditional
for
any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares
or partly in one way and partly in another.
3.7
The
Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.
Trusts
not recognised
3.8
Except
as required by Applicable Law
(a)
the
Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial
interest in any Share, or (except only as is otherwise provided by these Articles or the Act) any other rights in respect of any
Share other than an absolute right to the entirety thereof in the holder; and
(b)
no
person other than the Member shall be recognised by the Company as having any right in a Share.
Power
to vary class rights
3.9
If
the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state
otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:
(a)
the
Members holding two thirds of the issued Shares of that class consent in writing to the variation; or
(b)
the
variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued
Shares of that class.
3.10
For
the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis
mutandis, to every such separate meeting except that:
(a)
the
necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of
the class; and
(b)
any
Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised
representative, may demand a poll.
Effect
of new Share issue on existing class rights
3.11
Unless
the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall
not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.
Annex C-
16
Capital
contributions without issue of further Shares
3.12
With
the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without
issuing Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner:
(a)
It
shall be treated as if it were a share premium.
(b)
Unless
the Member agrees otherwise:
(i)
if
the Member holds Shares in a single class of Shares, it shall be credited to the share premium account for that class of Shares;
(ii)
if
the Member holds Shares of more than one class, it shall be credited rateably to the share premium accounts for those classes of
Shares (in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue
prices for all classes of Shares that the Member holds).
(c)
It
shall be subject to the provisions of the Act and these Articles applicable to share premiums.
No
bearer Shares or warrants
3.13
The
Company shall not issue Shares or warrants to bearers.
Treasury
Shares
3.14
Shares
that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and
not treated as cancelled if:
(a)
the
directors so determine prior to the purchase, redemption or surrender of those shares; and
(b)
the
relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
Rights
attaching
to
Treasury Shares and related matters
3.15
No
dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Companys assets (including
any distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.
3.16
The
Company shall be entered in the Register as the holder of the Treasury Shares. However:
(a)
the
Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and
any purported exercise of such a right shall be void;
(b)
a
Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining
the total number of issued shares at any given time, whether for the purposes of these Articles or the Act.
3.17
Nothing
in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted
as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.
3.18
Treasury
Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the directors determine.
Annex C-
17
4.
Register
of Members
4.1
The
Company shall maintain or cause to be maintained the Register of Members in accordance with the Act.
4.2
The
directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Act. The directors
may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register
or registers, and to vary such determination from time to time.
5.
Share
certificates
Issue
of share certificates
5.1
Upon
being entered in the Register of Members as the holder of a Share, a Member shall be entitled:
(a)
without
payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Members
holding of Shares of any class, to a certificate for the balance of that holding); and
(b)
upon
payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each
for one or more of that Members Shares.
5.2
Every
certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they
are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.
5.3
The
Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate
for a Share to one joint holder shall be a sufficient delivery to all of them.
Renewal
of lost or damaged share certificates
5.4
If
a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:
(a)
evidence;
(b)
indemnity;
(c)
payment
of the expenses reasonably incurred by the Company in investigating the evidence; and
(d)
payment
of a reasonable fee, if any, for issuing a replacement share certificate
as
the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
6.
Lien
on Shares
Nature
and scope of lien
6.1
The
Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely
or jointly with others). The lien is for all moneys payable to the Company by the Member or the Members estate:
(a)
either
alone or jointly with any other person, whether or not that other person is a Member; and
(b)
whether
or not those moneys are presently payable.
6.2
At
any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.
Annex C-
18
Company
may sell Shares to satisfy lien
6.3
The
Company may sell any Shares over which it has a lien if all of the following conditions are met:
(a)
the
sum in respect of which the lien exists is presently payable;
(b)
the
Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of
that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and
(c)
that
sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles
6.4
The
Shares may be sold in such manner as the directors determine.
6.5
To
the maximum extent permitted by Applicable Law, the directors shall incur no personal liability to the Member concerned in respect
of the sale.
Authority
to execute instrument of transfer
6.6
To
give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance
with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity
in the proceedings in respect of the sale.
Consequences
of sale of Shares to satisfy lien
6.7
On
sale pursuant to the preceding Articles:
(a)
the
name of the Member concerned shall be removed from the Register of Members as the holder of those Shares; and
(b)
that
person shall deliver to the Company for cancellation the certificate for those Shares.
Despite
this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the
Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment
at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly
or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received
on their disposal.
Application
of proceeds of sale
6.8
The
net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists
as is presently payable. Any residue shall be paid to the person whose Shares have been sold:
(a)
if
no certificate for the Shares was issued, at the date of the sale; or
(b)
if
a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation
but,
in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.
Annex C-
19
7.
Calls
on Shares and forfeiture
Power
to make calls and effect of calls
7.1
Subject
to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including
any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days notice specifying
when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.
7.2
Before
receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed
in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining
instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.
7.3
A
Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect
of which the call was made. A person shall not be liable for calls made after such person is no longer registered as Member in respect
of those Shares.
Time
when call made
7.4
A
call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.
Liability
of joint holders
7.5
Members
registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.
Interest
on unpaid calls
7.6
If
a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount
unpaid from the day it became due and payable until it is paid:
(a)
at
the rate fixed by the terms of allotment of the Share or in the notice of the call; or
(b)
if
no rate is fixed, at the Default Rate.
The
directors may waive payment of the interest wholly or in part.
Deemed
calls
7.7
Any
amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call.
If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue
of a call.
Power
to accept early payment
7.8
The
Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that
amount has been called up.
Power
to make different arrangements at time of issue of Shares
7.9
Subject
to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts
and times of payment of calls on their Shares.
Annex C-
20
Notice
of default
7.10
If
a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than
14 Clear Days notice requiring payment of:
(a)
the
amount unpaid;
(b)
any
interest which may have accrued;
(c)
any
expenses which have been incurred by the Company due to that persons default.
7.11
The
notice shall state the following:
(a)
the
place where payment is to be made; and
(b)
a
warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.
Forfeiture
or surrender of Shares
7.12
If
the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been
received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys
payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine
that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.
7.13
The
directors may accept the surrender for no consideration of any Fully Paid Share.
Disposal
of forfeited or surrendered Share and power to cancel forfeiture or surrender
7.14
A
forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors
determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on
such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its
disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute
an instrument of transfer of the Share to the transferee.
7.15
On
forfeiture or surrender:
(a)
the
name of the Member concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease
to be a Member in respect of those Shares; and
(b)
that
person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.
7.16
Despite
the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture
or surrender were presently payable by him to the Company in respect of those Shares together with:
(a)
all
expenses; and
(b)
interest
from the date of forfeiture or surrender until payment:
(i)
at
the rate of which interest was payable on those moneys before forfeiture; or
(ii)
if
no interest was so payable, at the Default Rate.
The
directors, however, may waive payment wholly or in part.
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Evidence
of forfeiture or surrender
7.17
A
declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters
stated in it as against all persons claiming to be entitled to forfeited Shares:
(a)
that
the person making the declaration is a director or Secretary of the Company, and
(b)
that
the particular Shares have been forfeited or surrendered on a particular date.
Subject
to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale
of forfeited or surrendered Shares
7.18
Any
person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration,
if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in
respect of, the forfeiture, surrender or disposal of those Shares.
8.
Transfer
of Shares
Form
of transfer
8.1
Subject
to the following Articles about the transfer of Shares, and provided that such transfer complies with the rules and regulations of
the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, a Member
may transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the rules
and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable
Law or in any other form approved by the directors, executed:
(a)
where
the Shares are Fully Paid, by or on behalf of that Member; and
(b)
where
the Shares are partly paid, by or on behalf of that Member and the transferee.
8.2
The
transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members.
Power
to refuse registration
8.3
If
the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to Article 3.4 on terms that one
cannot be transferred without the other, the directors shall refuse to register the transfer of any such Share without evidence satisfactory
to them of the like transfer of such option or warrant.
Power
to suspend registration
8.4
The
directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar
year, as they determine.
Company
may retain instrument of transfer
8.5
The
Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors
refuse to register shall be returned to the person lodging it when notice of the refusal is given.
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9.
Transmission
of Shares
Persons
entitled on death of a Member
9.1
If
a Member dies, the only persons recognised by the Company as having any title to the deceased Members interest are the following:
(a)
where
the deceased Member was a joint holder, the survivor or survivors; and
(b)
where
the deceased Member was a sole holder, that Members personal representative or representatives.
9.2
Nothing
in these Articles shall release the deceased Members estate from any liability in respect of any Share, whether the deceased
was a sole holder or a joint holder.
Registration
of transfer of a Share following death or bankruptcy
9.3
A
person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:
(a)
to
become the holder of the Share;
(b)
to
transfer the Share to another person.
9.4
That
person must produce such evidence of his entitlement as the directors may properly require.
9.5
If
the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these
Articles, that notice shall be treated as though it were an executed instrument of transfer.
9.6
If
the person elects to transfer the Share to another person then:
(a)
if
the Share is Fully Paid, the transferor must execute an instrument of transfer; and
(b)
if
the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.
9.7
All
these Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.
Indemnity
9.8
A
person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors
against any loss or damage suffered by the Company or the directors as a result of that registration.
Rights
of person entitled to a Share following death or bankruptcy
9.9
A
person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled
if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not
be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in
the Company.
Annex C-
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10.
Alteration
of capital
Increasing,
consolidating, converting, dividing and cancelling share capital
10.1
To
the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum
for that purpose:
(a)
increase
its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges
set out in that Ordinary Resolution;
(b)
consolidate
and divide all or any of its share capital into Shares of larger amount than its existing Shares;
(c)
convert
all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;
(d)
sub-divide
its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division,
the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of
the Share from which the reduced Share is derived; and
(e)
cancel
Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and
diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value,
diminish the number of Shares into which its capital is divided.
Dealing
with fractions resulting from consolidation of Shares
10.2
Whenever,
as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of
those Members:
(a)
sell
the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions
of the Act, the Company); and
(b)
distribute
the net proceeds in due proportion among those Members.
For
that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the
directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferees
title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing
share capital
10.3
Subject
to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by
Special Resolution, reduce its share capital in any way.
11.
Redemption
and purchase of own Shares
Power
to issue redeemable Shares and to purchase own Shares
11.1
Subject
to the Act and Article 37, and to any rights for the time being conferred on the Members holding a particular class of Shares, and,
where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or otherwise under Applicable Law, the Company may by its directors:
(a)
issue
Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares,
on the terms and in the manner its directors determine before the issue of those Shares;
Annex C-
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(b)
with
the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of
Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms
and in the manner which the directors determine at the time of such variation; and
(c)
purchase
all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine
at the time of such purchase.
The
Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including
out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.
11.2
With
respect to redeeming, repurchasing or surrendering of Shares:
(a)
Members
who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in Article 37.3;
(b)
Shares
held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent that the Over-Allotment Option is not
exercised in full so that such shares will represent 20% of the Companys issued Shares after the IPO (exclusive of any securities
purchased in a private placement simultaneously with the IPO); and
(c)
Public
Shares shall be repurchased by way of Tender Offer in the circumstances set out in Article 37.2(b).
Power
to pay for redemption or purchase in cash or in specie
11.3
When
making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or
partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to
those Shares in accordance with Article 11.1, or otherwise by agreement with the Member holding those Shares.
Effect
of redemption or purchase of a Share
11.4
Upon
the date of redemption or purchase of a Share:
(a)
the
Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:
(i)
the
price for the Share; and
(ii)
any
dividend declared in respect of the Share prior to the date of redemption or purchase;
(b)
the
Members name shall be removed from the Register of Members with respect to the Share; and
(c)
the
Share shall be cancelled or held as a Treasury Shares, as the directors may determine.
For
the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.
11.5
For
the avoidance of doubt, redemptions and repurchases of Shares in the circumstances described in Articles 11.2(a), 11.2(b) and 11.2(c)
above shall not require further approval of the Members.
Annex C-
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12.
Meetings
of Members
Power
to call meetings
12.1
To
the extent required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or otherwise under Applicable Law, an annual general meeting of the Company shall be held no later than six months after
the first financial year end occurring after the IPO, and shall be held in each year thereafter at such time as determined by the
directors and the Company may, but shall not (unless required by the Act or the rules and regulations of the Designated Stock Exchange,
the SEC and/or any other competent regulatory authority or otherwise under Applicable Law) be obliged to, in each year hold any other
general meeting.
12.2
The
agenda of the annual general meeting shall be set by the directors and shall include the presentation of the Companys annual
accounts and the report of the directors (if any).
12.3
Annual
general meetings shall be held in New York, USA or in such other places as the directors may determine.
12.4
All
general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify
the meeting as such in the notices calling it.
12.5
The
directors may call a general meeting at any time.
12.6
If
there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional
directors, the directors must call a general meeting for the purpose of appointing additional directors.
12.7
The
directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.
12.8
The
requisition must be in writing and given by one or more Members who together hold not less than 10% of the rights to vote at such
general meeting.
12.9
The
requisition must also:
(a)
specify
the purpose of the meeting.
(b)
be
signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may
consist of several documents in like form signed by one or more of the requisitioners.
(c)
be
delivered in accordance with the notice provisions.
12.10
Should
the directors fail to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or
any of them may call a general meeting within three months after the end of that period.
12.11
Without
limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to
agree on the appointment of additional directors, any one or more Members who together hold at least 40% of the rights to vote at
a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which
shall include as an item of business the appointment of additional directors.
12.12
Members
seeking to bring business before the annual general meeting or to nominate candidates for election as directors at the annual general
meeting must deliver notice to the principal executive offices of the Company not later than the close of business on the 90th day
nor earlier than the close of business on the 120th day prior to the scheduled date of the annual general meeting.
Annex C-
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Content
of notice
12.13
Notice
of a general meeting shall specify each of the following:
(a)
the
place, the date and the hour of the meeting;
(b)
if
the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;
(c)
subject
to paragraph (d), the general nature of the business to be transacted; and
(d)
if
a resolution is proposed as a Special Resolution, the text of that resolution.
12.14
In
each notice there shall appear with reasonable prominence the following statements:
(a)
that
a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member;
and
(b)
that
a proxyholder need not be a Member.
Period
of notice
12.15
At
least ten days notice of a general meeting must be given to Members, provided that a general meeting of the Company shall,
whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding
general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a)
in
the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
(b)
in
the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting,
together holding not less than 95% in par value of the Shares giving that right.
Persons
entitled to receive notice
12.16
Subject
to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:
(a)
the
Members;
(b)
persons
entitled to a Share in consequence of the death or bankruptcy of a Member; and
(c)
the
directors.
Publication
of notice on a website
12.17
Subject
to the Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or otherwise under Applicable Law, a notice of a general meeting may be published on a website providing the recipient is given separate
notice of:
(a)
the
publication of the notice on the website;
(b)
the
place on the website where the notice may be accessed;
(c)
how
it may be accessed; and
(d)
the
place, date and time of the general meeting.
Annex C-
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12.18
If
a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give
notice of the meeting to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed
to have received notice of the meeting.
Time
a website notice is deemed to be given
12.19
A
website notice is deemed to be given when the Member is given notice of its publication.
Required
duration of publication on a website
12.20
Where
the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date
of the notification until at least the conclusion of the meeting to which the notice relates.
Accidental
omission to give notice or non-receipt of notice
12.21
Proceedings
at a meeting shall not be invalidated by the following:
(a)
an
accidental failure to give notice of the meeting to any person entitled to notice; or
(b)
non-receipt
of notice of the meeting by any person entitled to notice.
12.22
In
addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because
it is accidentally published:
(a)
in
a different place on the website; or
(b)
for
part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.
13.
Proceedings
at meetings of Members
Quorum
13.1
Save
as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy.
One or more Members who together hold not less than one-third of the Shares entitled to vote at such meeting being individuals present
in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum;
provided that a quorum in connection with any meeting that is convened to vote on a Business Combination or any meeting convened
with regards to an amendment described in Article 37.9 shall be a majority of the Shares entitled to vote at such meeting being individuals
present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy.
Lack
of quorum
13.2
If
a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes
inquorate, then the following provisions apply:
(a)
If
the meeting was requisitioned by Members, it shall be cancelled.
(b)
In
any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as
is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, the
Members present shall be a quorum.
Annex C-
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Use
of technology
13.3
A
person may participate in a general meeting through the medium of conference telephone, video or any other form of communications
equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person
participating in this way is deemed to be present in person at the meeting.
Chairman
13.4
The
chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair
board meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed
for the meeting, the directors present shall elect one of their number to chair the meeting.
13.5
If
no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman,
the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.
Right
of a director to attend and speak
13.6
Even
if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members
holding a particular class of Shares in the Company.
Adjournment
and Postponement
13.7
The
chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed by the meeting. No business, however,
can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.
13.8
Should
a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given
at least five Clear Days notice of the date, time and place of the adjourned meeting and the general nature of the business
to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
13.9
If,
prior to a Business Combination, a notice is issued in respect of a general meeting and the directors, in their absolute discretion,
consider that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified
in the notice calling such general meeting, the directors may postpone the general meeting to another place, day and/or hour provided
that notice of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall
be transacted at any postponed meeting other than the business specified in the notice of the original meeting.
13.10
When
a general meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original
meeting. Otherwise it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original
general meeting shall remain valid for the postponed meeting. The directors may postpone a general meeting which has already been
postponed.
Method
of voting
13.11
A
resolution put to the vote of the meeting shall be decided on a poll.
Taking
of a poll
13.12
A
poll demanded on the question of adjournment shall be taken immediately.
13.13
A
poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman
directs, not being more than 30 Clear Days after the poll was demanded.
Annex C-
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13.14
The
demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was
demanded.
13.15
A
poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place
and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman
may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the
chairman shall adjourn the holding of the poll to a date, place and time when that can occur.
Chairmans
casting vote
13.16
If
the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.
Amendments
to resolutions
13.17
An
Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:
(a)
not
less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice
of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and
(b)
the
proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
13.18
A
Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:
(a)
the
chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
(b)
the
amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in
the resolution.
13.19
If
the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairmans
error does not invalidate the vote on that resolution.
Written
resolutions
13.20
Members
may pass a resolution in writing without holding a meeting if the following conditions are met:
(a)
all
Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;
(b)
all
Members entitled so to vote:
(i)
sign
a document; or
(ii)
sign
several documents in the like form each signed by one or more of those Members; and
(c)
the
signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic
Record by Electronic means to the address specified for that purpose.
Such
written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
Annex C-
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13.21
If
a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.
13.22
The
directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the
form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast
at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution
or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.
Sole-member
company
13.23
If
the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both
the passing of a resolution and the minute of it.
14.
Voting
rights of Members
14.1
Subject
to any rights or restrictions attached to any Members Shares, or unless a call or other amount presently payable has not been
paid, all Members are entitled to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled
to vote at a meeting of the holders of that class of Share
14.2
Members
may vote in person or by proxy.
14.3
Every
Member shall have one vote for each Share he holds, unless any Share carries special voting rights.
14.4
A
fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
14.5
No
Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.
Rights
of joint holders
14.6
If
Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of
the holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the
votes of the other joint holder.
Representation
of corporate Members
14.7
Save
where otherwise provided, a corporate Member must act by a duly authorised representative.
14.8
A
corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.
14.9
The
authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement
of the meeting at which it is first used.
14.10
The
directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the
notice.
14.11
Where
a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly
authorised representative are personal acts of that Member.
14.12
A
corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation
will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had
actual notice of the revocation.
Annex C-
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14.13
If
a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its
representative at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify
the number and class of Shares in respect of which each such representative is so authorised. Each person so authorised under the
provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to
exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder
of such Shares held by the clearing house (or its nominee(s)).
Member
with mental disorder
14.14
A
Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters
concerning mental disorder may vote, by that Members receiver, curator bonis or other person authorised in that behalf appointed
by that court.
14.15
For
the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise
the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner
specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to
vote shall not be exercisabl
Objections
to admissibility of votes
14.16
An
objection to the validity of a persons vote may only be raised at the meeting or at the adjourned meeting at which the vote
is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.
Form
of proxy
14.17
An
instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
14.18
The
instrument must be in writing and signed in one of the following ways:
(a)
by
the Member; or
(b)
by
the Members authorised attorney; or
(c)
if
the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.
If
the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and
otherwise satisfying these Articles about authentication of Electronic Records.
14.19
The
directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of
a proxy.
14.20
A
Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above
about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors
of the Company had actual notice of the revocation.
Annex C-
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How
and when proxy is to be delivered
14.21
Subject
to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority
certified notarially or in any other way approved by the directors) must be delivered so that it is received by the Company not less
than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of
proxy proposes to vote. They must be delivered in either of the following ways:
(a)
In
the case of an instrument in writing, it must be left at or sent by post:
(i)
to
the registered office of the Company; or
(ii)
to
such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in
relation to the meeting.
(b)
If,
pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment
of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:
(i)
in
the notice convening the meeting; or
(ii)
in
any form of appointment of a proxy sent out by the Company in relation to the meeting; or
(iii)
in
any invitation to appoint a proxy issued by the Company in relation to the meeting.
14.22
Where
a poll is taken:
(a)
if
it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or
an Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time
appointed for the taking of the poll;
(b)
but
if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority
(or an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before
the time appointed for the taking of the poll.
14.23
If
the form of appointment of proxy is not delivered on time, it is invalid.
Voting
by proxy
14.24
A
proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that
the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a
meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of
different Shares, shall be invalid.
15.
Number
of directors
Unless
otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be ten.
16.
Appointment,
disqualification and removal of directors
No
age limit
16.1
There
is no age limit for directors save that they must be aged at least 18 years.
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Corporate
directors
16.2
Unless
prohibited by law, a body corporate may be a director. If a body corporate is a director, these Articles about representation of
corporate Members at general meetings apply, mutatis mutandis, to these Articles about directors meetings.
No
shareholding qualification
16.3
Unless
a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition
of his appointment.
Appointment
and removal of directors
16.4
The
directors shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be as
nearly equal as possible. Upon the adoption of these Articles, the existing directors shall by resolution classify themselves as
Class I, Class II or Class III directors. The Class I directors shall stand elected for a term expiring at the Companys first
annual general meeting. The Class II directors shall stand elected for a term expiring at the Companys second annual general
meeting and the Class III directors shall stand elected for a term expiring at the Companys third annual general meeting.
Commencing at the Companys first annual general meeting, and at each annual general meeting thereafter, directors elected
to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general
meeting after their election. All directors shall hold office until the expiration of their respective terms of office and until
their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation
or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall
have created such vacancy and until his successor shall have been elected and qualified.
16.5
After
the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary
Resolution remove any director.
16.6
Without
prejudice to the Companys power to appoint a person to be a director pursuant to these Articles, the directors shall have
power at any time to appoint any person who is willing to act as a director, either to fill a vacancy or as an additional director.
A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder
of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall
have been elected and qualified.
16.7
Notwithstanding
the other provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders,
the personal representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint
a person to be a director. For the purpose of this Article:
(a)
where
two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to
have survived an older shareholder;
(b)
if
the last shareholder died leaving a will which disposes of that shareholders shares in the Company (whether by way of specific
gift, as part of the residuary estate, or otherwise):
(i)
the
expression personal representatives of the last shareholder means:
(A)
until
a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named
in that will who are living at the time the power of appointment under this Article is exercised; and
(B)
after
such grant of probate has been obtained, only such of those executors who have proved that will;
(ii)
without
derogating from section 3(1) of the Succession Act (Revised), the executors named in that will may exercise the power of appointment
under this Article without first obtaining a grant of probate.
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16.8
A
remaining director may appoint a director even though there is not a quorum of directors.
16.9
No
appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.
16.10
For
so long as Shares are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors
as Applicable Law or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of
the Designated Stock Exchange.
Resignation
of directors
16.11
A
director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions,
in an Electronic Record delivered in either case in accordance with those provisions.
16.12
Unless
the notice specifies a different date, the director shall be deemed to have resigned on the date that the notice is delivered to
the Company.
Termination
of the office of director
16.13
A
directors office shall be terminated forthwith if:
(a)
he
is prohibited by the law of the Islands from acting as a director; or
(b)
he
is made bankrupt or makes an arrangement or composition with his creditors generally; or
(c)
in
the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting
as a director; or
(d)
he
is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;
(e)
without
the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or
(f)
all
of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution
passed by all of the other directors at a meeting of the directors duly convened and held in accordance with these Articles or by
a resolution in writing signed by all of the other directors.
17.
Alternate
directors
Appointment
and removal
17.1
Any
director may appoint any other person, including another director, to act in his place as an alternate director. No appointment shall
take effect until the director has given notice of the appointment to the other directors. Such notice must be given to each other
director by either of the following methods:
(a)
by
notice in writing in accordance with the notice provisions;
(b)
if
the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version
being deemed to be the notice unless Article 32.7 applies), in which event notice shall be taken to be given on the date of receipt
by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director
(and to the email address of the Company pursuant to Article 17.4(c)).
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17.2
Without
limitation to the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow
directors informing them that they are to take such email as notice of such appointment for such meeting. Such appointment shall
be effective without the need for a signed notice of appointment or the giving of notice to the Company in accordance with Article
17.4.
17.3
A
director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice
of the revocation to the other directors. Such notice must be given by either of the methods specified in Article 17.1.
17.4
A
notice of appointment or removal of an alternate director must also be given to the Company by any of the following methods:
(a)
by
notice in writing in accordance with the notice provisions;
(b)
if
the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile
copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Companys registered office a facsimile
copy (in either case, the facsimile copy being deemed to be the notice unless Article 32.7 applies), in which event notice shall
be taken to be given on the date of an error-free transmission report from the senders fax machine;
(c)
if
the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment
or, otherwise, by emailing to the email address provided by the Companys registered office a scanned copy of the notice as
a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 32.7 applies), in which event notice
shall be taken to be given on the date of receipt by the Company or the Companys registered office (as appropriate) in readable
form; or
(d)
if
permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those
provisions in writing.
Notices
17.5
All
notices of meetings of directors shall continue to be given to the appointing director and not to the alternate.
Rights
of alternate director
17.6
An
alternate director shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which
the appointing director is not personally present, and generally to perform all the functions of the appointing director in his absence.
17.7
For
the avoidance of doubt:
(a)
if
another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his
own right as a director and in right of each other director for whom he has been appointed an alternate; and
(b)
if
a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate
vote in right of each director for whom he has been appointed an alternate.
17.8
An
alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director.
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Appointment
ceases when the appointer ceases to be a director
17.9
An
alternate director shall cease to be an alternate director if the director who appointed him ceases to be a director.
Status
of alternate director
17.10
An
alternate director shall carry out all functions of the director who made the appointment.
17.11
Save
where otherwise expressed, an alternate director shall be treated as a director under these Articles.
17.12
An
alternate director is not the agent of the director appointing him.
17.13
An
alternate director is not entitled to any remuneration for acting as alternate director.
Status
of the director making the appointment
17.14
A
director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.
18.
Powers
of directors
Powers
of directors
18.1
Subject
to the provisions of the Act, the Memorandum and these Articles, the business of the Company shall be managed by the directors who
may for that purpose exercise all the powers of the Company.
18.2
No
prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the
extent allowed by the Act, following the consummation of the IPO Members may by Special Resolution validate any prior or future act
of the directors which would otherwise be in breach of their duties.
Appointments
to office
18.3
The
directors may appoint a director:
(a)
as
chairman of the board of directors;
(b)
as
vice-chairman of the board of directors;
(c)
as
managing director;
(d)
to
any other executive office
for
such period and on such terms, including as to remuneration, as they think fit.
18.4
The
appointee must consent in writing to holding that office.
18.5
Where
a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors.
18.6
If
there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors
may nominate one of their number to act in place of the chairman should he ever not be available.
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18.7
Subject
to the provisions of the Act, the directors may also appoint any person, who need not be a director:
(a)
as
Secretary; and
(b)
to
any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief
financial officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one
or more assistant secretaries),
18.8
The
Secretary or Officer must consent in writing to holding that office.
18.9
A
director, Secretary or other Officer of the Company may not hold the office, or perform the services, of Auditor.
Remuneration
18.10
The
remuneration to be paid to the directors, if any, shall be such remuneration as the directors shall determine, provided that no cash
remuneration shall be paid to any director prior to the consummation of a Business Combination. The directors shall also, whether
prior to or after the consummation of a Business Combination, be entitled to be paid all out of pocket expenses properly incurred
by them in connection with activities on behalf of the Company, including identifying and consummating a Business Combination.
18.11
Remuneration
may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director
or to any other person connected to or related to him.
18.12
Unless
his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received
from any other company which is in the same group as the Company or which has common shareholdings.
Disclosure
of information
18.13
The
directors may release or disclose to a third party any information regarding the affairs of the Company, including any information
contained in the Register of Members relating to a Member, (and they may authorise any director, Officer or other authorised agent
of the Company to release or disclose to a third party any such information in his possession) if:
(a)
the
Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company
is subject; or
(b)
such
disclosure is in compliance with the rules of any stock exchange upon which the Companys shares are listed; or
(c)
such
disclosure is in accordance with any contract entered into by the Company; or
(d)
the
directors are of the opinion such disclosure would assist or facilitate the Companys operations.
19.
Delegation
of powers
Power
to delegate any of the directors powers to a committee
19.1
The
directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members (including,
without limitation, the Audit Committee, the Compensation Committee and the Nominating Committee). Persons on the committee may include
non-directors so long as the majority of those persons are directors.
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19.2
The
delegation may be collateral with, or to the exclusion of, the directors own powers.
19.3
The
delegation may be on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee;
save that any delegation must be capable of being revoked or altered by the directors at will.
19.4
Unless
otherwise permitted by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors.
19.5
The
directors may adopt formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal
written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights
of such committee set forth in the Articles and shall have such powers as the directors may delegate pursuant to the Articles and
as required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or otherwise under Applicable Law. Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established,
shall consist of such number of directors as the directors shall from time to time determine (or such minimum number as may be required
from time to time by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or otherwise under Applicable Law). For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee,
the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors
as is required from time to time by the rules and regulations of the rules and regulations of the Designated Stock Exchange, the
SEC and/or any other competent regulatory authority or otherwise under Applicable Law.
Power
to appoint an agent of the Company
19.6
The
directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without
authority for that person to delegate all or any of that persons powers. The directors may make that appointment:
(a)
by
causing the Company to enter into a power of attorney or agreement; or
(b)
in
any other manner they determine.
Power
to appoint an attorney or authorised signatory of the Company
19.7
The
directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised
signatory of the Company. The appointment may be:
(a)
for
any purpose;
(b)
with
the powers, authorities and discretions;
(c)
for
the period; and
(d)
subject
to such conditions
as
they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under
these Articles. The directors may do so by power of attorney or any other manner they think fit.
19.8
Any
power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the
attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney
or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.
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Power
to appoint a proxy
19.9
Any
director may appoint any other person, including another director, to represent him at any meeting of the directors. If a director
appoints a proxy, then for all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director.
19.10
Articles
17.1 to 17.4 inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment
of proxies by directors.
19.11
A
proxy is an agent of the director appointing him and is not an Officer.
20.
Meetings
of directors
Regulation
of directors meetings
20.1
Subject
to the provisions of these Articles, the directors may regulate their proceedings as they think fit.
Calling
meetings
20.2
Any
director may call a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to
do so by a director.
Notice
of meetings
20.3
Every
director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice
may be oral. Attendance at a meeting without written objection shall be deemed to be a waiver of such notice requirement.
Period
of notice
20.4
At
least five Clear Days notice of a meeting of directors must be given to directors. A meeting may be convened on shorter notice
with the consent of all directors.
Use
of technology
20.5
A
director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications
equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.
20.6
A
director participating in this way is deemed to be present in person at the meeting.
Place
of meetings
20.7
The
quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number or unless
the Company has only one director.
Quorum
20.8
The
quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number or unless
the Company has only one director.
Voting
20.9
A
question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes,
exercise a casting vote.
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Validity
20.10
Anything
done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed,
or had ceased to be a director, or was otherwise not entitled to vote.
Recording
of dissent
20.11
A
director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:
(a)
his
dissent is entered in the minutes of the meeting; or
(b)
he
has filed with the meeting before it is concluded signed dissent from that action; or
(c)
he
has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.
A
director who votes in favour of an action is not entitled to record his dissent to it.
Written
resolutions
20.12
The
directors may pass a resolution in writing without holding a meeting if all directors sign a document or sign several documents in
the like form each signed by one or more of those directors.
20.13
Despite
the foregoing, a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not
also be signed by the appointing director. If a written resolution is signed personally by the appointing director, it need not also
be signed by his alternate or proxy.
20.14
Such
written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall
be treated as having been passed on the day and at the time that the last director signs.
Sole
directors minute
20.15
Where
a sole director signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in
those terms.
21.
Permissible
directors interests and disclosure
Permissible
interests subject to disclosure
21.1
Save
as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest or duty which
conflicts or may possibly conflict with the interests of the Company.
21.2
If,
notwithstanding the prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any
material interest or duty in accordance with the next Article, he may:
(a)
be
a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise
be interested; or
(b)
be
interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the
director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise
interested in, that other body corporate.
Annex C-
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21.3
Such
disclosure may be made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must
disclose the nature and extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series
of transactions or arrangements with the Company or in which the Company has any material interest.
21.4
If
a director has made disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable
to the Company for any benefit that he derives from any such transaction or arrangement or from any such office or employment or
from any interest in any such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground
of any such interest or benefit.
Notification
of interests
21.5
For
the purposes of the preceding Articles:
(a)
a
general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent
specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be
deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified;
and
(b)
an
interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated
as an interest of his.
Voting
where a director is interested in a matter
21.6
A
director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty,
whether directly or indirectly, so long as that director discloses any material interest pursuant to these Articles. The director
shall be counted towards a quorum of those present at the meeting. If the director votes on the resolution, his vote shall be counted.
21.7
Where
proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company or
any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each director separately
and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that
concerning his or her own appointment.
22.
Minutes
The
Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.
23.
Accounts
and audit
Accounting
and other records
23.1
The
directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed
in accordance with the requirements of the Act.
No
automatic right of inspection
23.2
Members
are only entitled to inspect the Companys records if they are expressly entitled to do so by law, or by resolution made by
the directors or passed by Ordinary Resolution.
Annex C-
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Sending
of accounts and reports
23.3
The
Companys accounts and associated directors report or auditors report that are required or permitted to be sent
to any person pursuant to any law shall be treated as properly sent to that person if:
(a)
they
are sent to that person in accordance with the notice provisions: or
(b)
they
are published on a website providing that person is given separate notice of:
(i)
the
fact that publication of the documents has been published on the website;
(ii)
the
address of the website; and
(iii)
the
place on the website where the documents may be accessed; and
(iv)
how
they may be accessed.
23.4
If,
for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable,
send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person
is taken to have received the documents under the next Article.
Time
of receipt if documents are published on a website
23.5
Documents
sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days
before the date of the meeting at which they are to be laid if:
(a)
the
documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and
ending with the conclusion of the meeting; and
(b)
the
person is given at least five Clear Days notice of the hearing.
Validity
despite accidental error in publication on website
23.6
If,
for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings
at that meeting are not invalidated merely because:
(a)
those
documents are, by accident, published in a different place on the website to the place notified; or
(b)
they
are published for part only of the period from the date of notification until the conclusion of that meeting.
Audit
23.7
The
directors may appoint an Auditor of the Company who shall hold office on such terms as the directors determine.
23.8
Without
prejudice to the freedom of the directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed
or quoted on the Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain
an Audit Committee as a committee of the directors and shall adopt a formal written Audit Committee charter and review and assess
the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall
comply with the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once
every financial quarter, or more frequently as circumstances dictate.
Annex C-
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23.9
If
the Shares are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related
party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of
interest.
23.10
The
remuneration of the Auditor shall be fixed by the Audit Committee (if one exists).
23.11
If
the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of
illness or other disability at a time when his services are required, the directors shall fill the vacancy and determine the remuneration
of such Auditor.
23.12
Every
Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall
be entitled to require from the directors and officers of the Company such information and explanation as may be necessary for the
performance of the duties of the Auditor.
23.13
Auditors
shall, if so required by the directors, make a report on the accounts of the Company during their tenure of office at the next annual
general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary
company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with
the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the directors
or any general meeting of the Members.
23.14
Any
payment made to members of the Audit Committee (if one exists) shall require the review and approval of the directors, with any director
interested in such payment abstaining from such review and approval.
23.15
The
Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee
shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance
with the terms of the IPO.
24.
Financial
year
Unless
the directors otherwise specify, the financial year of the Company:
(a)
shall
end on 31st December in the year of its incorporation and each following year; and
(b)
shall
begin when it was incorporated and on 1st January each following year.
25.
Record
dates
Except
to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for:
(a)
calling
a general meeting;
(b)
declaring
or paying a dividend;
(c)
making
or issuing an allotment of Shares; or
(d)
conducting
any other business required pursuant to these Articles.
The
record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.
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26.
Dividends
Declaration
of dividends by Members
26.1
Subject
to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of
the Members but no dividend shall exceed the amount recommended by the directors.
Payment
of interim dividends and declaration of final dividends by directors
26.2
The
directors may pay interim dividends or declare final dividends in accordance with the respective rights of the Members if it appears
to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.
26.3
Subject
to the provisions of the Act, in relation to the distinction between interim dividends and final dividends, the following applies:
(a)
Upon
determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created
by the declaration until such time as payment is made.
(b)
Upon
declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately
following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.
If
the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.
26.4
In
relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:
(a)
If
the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non- preferred
rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall
be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.
(b)
The
directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient
funds of the Company lawfully available for distribution to justify the payment.
(c)
If
the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for
any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.
Apportionment
of dividends
26.5
Except
as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up
on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on
the Shares during the time or part of the time in respect of which the dividend is paid. If a Share is issued on terms providing
that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.
Right
of set off
26.6
The
directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person
to the Company on a call or otherwise in relation to a Share.
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Power
to pay other than in cash
26.7
If
the directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution
of assets. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider
appropriate. For example, they may do any one or more of the following:
(a)
issue
fractional Shares;
(b)
fix
the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust
the rights of Members; and
(c)
vest
some assets in trustees.
How
payments may be made
26.8
A
dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:
(a)
if
the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer
to that bank account; or
(b)
by
cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share
26.9
For
the purpose of paragraph (a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account
nominated may be the bank account of another person. For the
26.10
If
two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy
of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:
(a)
to
the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address
of the deceased or bankrupt holder, as the case may be; or
(b)
to
the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic
Record.
26.11
Any
Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.
Dividends
or other moneys not to bear interest in absence of special rights
26.12
Unless
provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear
interest.
Dividends
unable to be paid or unclaimed
26.13
If
a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay
it into a separate account in the Companys name. If a dividend is paid into a separate account, the Company shall not be constituted
trustee in respect of that account and the dividend shall remain a debt due to the Member.
26.14
A
dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease
to remain owing by, the Company.
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27.
Capitalisation
of profits
Capitalisation
of profits or of any share premium account or capital redemption reserve
27.1
The
directors may resolve to capitalise:
(a)
any
part of the Companys profits not required for paying any preferential dividend (whether or not those profits are available
for distribution); or
(b)
any
sum standing to the credit of the Companys share premium account or capital redemption reserve, if any.
The
amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way
of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:
(a)
by
paying up the amounts unpaid on that Members Shares;
(b)
by
issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors
may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the
extent that the Original Shares rank for dividend while those Original Shares remain partly paid.
Applying
an amount for the benefit of members
27.2
The
amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to
dividends if the amount capitalised had been distributed as a dividend.
27.3
Subject
to the Act, if a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional
certificate to that Member or pay him the cash equivalent of the fraction.
28.
Share
premium account
directors
to maintain share premium account
28.1
The
directors shall establish a share premium account in accordance with the Act. They shall carry to the credit of that account from
time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such
other amounts required by the Act.
Debits
to share premium account
28.2
The
following amounts shall be debited to any share premium account:
(a)
on
the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price;
and
(b)
any
other amount paid out of a share premium account as permitted by the Act.
29.
Seal
Company
seal
29.1
The
Company may have a seal if the directors so determine.
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Duplicate
seal
29.2
Subject
to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Islands.
Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the directors so determine, a duplicate
seal shall have added on its face the name of the place where it is to be used.
When
and how seal is to be used
29.3
A
seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is
affixed must be signed in one of the following ways:
(a)
By
a director (or his alternate) and the Secretary; or
(b)
by
a single director (or his alternate).
If
no seal is adopted or used
29.4
If
the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:
(a)
by
a director (or his alternate) or any Officer to which authority has been delegated by resolution duly adopted by the directors; or
(b)
by
a single director (or his alternate); or
(c)
in
any other manner permitted by the Act.
Power
to allow non-manual signatures and facsimile printing of seal
29.5
The
directors may determine that either or both of the following applies:
(a)
that
the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;
(b)
that
a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.
Validity
of execution
29.6
If
a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at
the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal
for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.
30.
Indemnity
Indemnity
30.1
To
the extent permitted by Applicable Law, the Company shall indemnify each existing or former Secretary, director (including alternate
director), and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal
representatives against:
(a)
all
actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary,
director or Officer in or about the conduct of the Companys business or affairs or in the execution or discharge of the existing
or former Secretarys, directors or Officers duties, powers, authorities or discretions; and
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(b)
without
limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary, director or
Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether
threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Islands or elsewhere.
Such
indemnity only applies if the directors are of the view that, in the absence of fraud, wilful default or wilful neglect, such existing
or former Secretary, director or Officer acted honestly and in good faith with a view to what the person believes is in the best interests
of the Company and, in the case of criminal proceedings, such person had no reasonable cause to believe that their conduct was unlawful.
No such existing or former Secretary, director or Officer, however, shall be indemnified in respect of any matter arising out of his
own actual fraud, wilful default or wilful neglect.
30.2
To
the extent permitted by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan
or otherwise, for any legal costs incurred by an existing or former Secretary, director or Officer of the Company in respect of any
matter identified in paragraph (a) or paragraph (b) of the preceding Article on condition that the Secretary, director or Officer
must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary, director
or that Officer for those legal costs.
Release
30.3
To
the extent permitted by Applicable Law, the Company may by Special Resolution release any existing or former director (including
alternate director), Secretary or other Officer of the Company from liability
Insurance
30.4
To
the extent permitted by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of
the following persons against risks determined by the directors, other than liability arising out of that persons own dishonesty:
(a)
an
existing or former director (including alternate director), Secretary or Officer or auditor of:
(i)
the
Company;
(ii)
a
company which is or was a subsidiary of the Company;
(iii)
a
company in which the Company has or had an interest (whether direct or indirect); and
(b)
a
trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or
was interested.
31.
Notices
Form
of notices
31.1
Save
where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:
(a)
in
writing signed by or on behalf of the giver in the manner set out below for written notices; or
(b)
subject
to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance
with Articles about authentication of Electronic Records; or
(c)
where
these Articles expressly permit, by the Company by means of a website.
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Electronic
communications
31.2
Without
limitation to Articles 17.1 to 17.4 inclusive (relating to the appointment and removal by directors of alternate directors) and to
Articles 19.8to 19.10 inclusive (relating to the appointment by directors of proxies), a notice may only be given to the Company
in an Electronic Record if:
(a)
the
directors so resolve;
(b)
the
resolution states how an Electronic Record may be given and, if applicable, specifies an email address for the Company; and
(c)
the
terms of that resolution are notified to the Members for the time being and, if applicable, to those directors who were absent from
the meeting at which the resolution was passed.
If
the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.
31.3
A
notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an
Electronic address to which notice may be sent.
Persons
authorised to give notices
31.4
A
notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director
or company secretary of the Company or a Member.
Delivery
of written notices
31.5
Save
where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate)
the Members or directors registered address or the Companys registered office, or posted to that registered
address or registered office.
Joint
holders
31.6
Where
Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members.
Signatures
31.7
A
written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its
execution or adoption by the giver.
31.8
An
Electronic Record may be signed by an Electronic Signature.
Evidence
of transmission
31.9
A
notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of
the transmission, and if no notification of failure to transmit is received by the giver.
31.10
A
notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly
addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.
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Giving
notice to a deceased or bankrupt Member
31.11
A
notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending
or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or
by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied
for that purpose by the persons claiming to be so entitled.
31.12
Until
such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy
had not occurred.
Date
of giving notices
31.13
A
notice is given on the date identified in the following table.
Method
for giving notices
When
taken to be given
Personally
At
the time and date of delivery
By
leaving it at the members registered address
At
the time and date it was left
If
the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient
48
hours after it was posted
If
the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient
3
Clear Days after posting
By
Electronic Record (other than publication on a website), to recipients Electronic address
Within
24 hours after it was sent
By
publication on a website
See
these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a
website
Saving
provision
31.14
None
of the preceding notice provisions shall derogate from these Articles about the delivery of written resolutions of directors and
written resolutions of Members.
32.
Authentication
of Electronic Records
Application
of Articles
32.1
Without
limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is
sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be
authentic if either Article 32.2 or Article 32.4 applies.
Authentication
of documents sent by Members by Electronic means
32.2
An
Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members
shall be deemed to be authentic if the following conditions are satisfied:
(a)
the
Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several
documents in like form signed by one or more of those Members; and
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(b)
the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified
in accordance with these Articles for the purpose for which it was sent; and
(c)
Article
32.7 does not apply.
32.3
For
example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent,
by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the
written resolution of that Member unless Article 32.7 applies.
Authentication
of document sent by the Secretary or Officers of the Company by Electronic means
32.4
An
Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers
of the Company shall be deemed to be authentic if the following conditions are satisfied:
(a)
the
Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document
includes several documents in like form signed by the Secretary or one or more of those Officers; and
(b)
the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer
to an address specified in accordance with these Articles for the purpose for which it was sent; and
(c)
Article
32.7 does not apply.
This
Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the
Company.
32.5
For
example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is
attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the
written resolution of that director unless Article 32.7 applies.
Manner
of signing
32.6
For
the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed
manually or in any other manner permitted by these Articles.
Saving
provision
32.7
A
notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:
(a)
believes
that the signature of the signatory has been altered after the signatory had signed the original document; or
(b)
believes
that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory
signed the original document; or
(c)
otherwise
doubts the authenticity of the Electronic Record of the document
and
the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender
may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.
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33.
Transfer
by way of continuation
33.1
The
Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:
(a)
the
Islands; or
(b)
such
other jurisdiction in which it is, for the time being, incorporated, registered or existing.
33.2
To
give effect to any resolution made pursuant to the preceding Article, the directors may cause the following:
(a)
an
application be made to the Registrar of Companies to deregister the Company in the Islands or in the other jurisdiction in which
it is for the time being incorporated, registered or existing; and
(b)
all
such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
34.
Winding
up
Distribution
of assets in specie
34.1
If
the Company is wound up, the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution
allowing the liquidator to do either or both of the following:
(a)
to
divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets
and to determine how the division shall be carried out as between the Members or different classes of Members;
(b)
to
vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.
No
obligation to accept liability
34.2
No
Member shall be compelled to accept any assets if an obligation attaches to them.
The
directors are authorised to present a winding up petition
34.3
The
directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on
behalf of the Company without the sanction of a resolution passed at a general meeting.
35.
Amendment
of Memorandum and Articles
Power
to change name or amend Memorandum
35.1
Subject
to the Act, the Company may, by Special Resolution:
(a)
change
its name; or
(b)
change
the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.
Power
to amend these Articles
35.2
Subject
to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.
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36.
Mergers
and Consolidations
The
Company shall have the power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as
the directors may determine and (to the extent required by the Act) with the approval of a Special Resolution.
37.
Business
Combination
37.1
Notwithstanding
any other provision of these Articles, this Article 37 shall apply during the period commencing upon the adoption of these Articles
and terminating upon the first to occur of the consummation of any Business Combination and the distribution of the Trust Account
pursuant to Article 37.10. In the event of a conflict between this Article 37 and any other Articles, the provisions of this Article
37 shall prevail and this Article may not be amended prior to the consummation of a Business Combination without a Special Resolution.
37.2
Prior
to the consummation of any Business Combination, the Company shall either:
(a)
submit
such Business Combination to its Members for approval; or
(b)
provide
Members with the opportunity to have their Shares repurchased by means of a tender offer (a Tender Offer) for a per-Share repurchase
price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior
to the consummation of such Business Combination, including interest earned on the funds held in the Trust Account not previously
released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue.
37.3
If
the Company initiates any Tender Offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a
proposed Business Combination, it shall file Tender Offer documents with the SEC prior to completing such Business Combination which
contain substantially the same financial and other information about such Business Combination and the redemption rights as is required
under Regulation 14A of the Exchange Act.
37.4
If,
alternatively, the Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions
in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the Tender Offer rules,
and file proxy materials with the SEC.
37.5
At
a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business
Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.
37.6
Any
Member holding Public Shares who is not a Founder, Officer or director may, contemporaneously with any vote on a Business Combination,
elect to have their Public Shares redeemed for cash (the
IPO Redemption
), provided that no such Member acting together with
any Affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the
purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to 20% or more of the Public
Shares without the Companys prior consent, and provided further that any holder that holds Public Shares beneficially through
a nominee must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares.
In connection with any vote held to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption
rights will be required to either tender their certificates (if any) to the Companys transfer agent or to deliver their shares
to the transfer agent electronically using The Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) System, at
the holders option, in each case up to two business days prior to the initially scheduled vote on the proposal to approve
a Business Combination. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or
against such proposed Business Combination or abstains from voting, a per-Share redemption price payable in cash, equal to the aggregate
amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of a Business Combination,
including interest earned on the Trust Account not previously released to the Company to pay its income taxes, if any, divided by
the number of Public Shares then in issue (such redemption price being referred to herein as the
Redemption Price
).
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37.7
The
Redemption Price shall be paid promptly following the consummation of the relevant Business Combination. If the proposed Business
Combination is not approved or completed for any reason then such redemptions shall be cancelled and share certificates (if any)
returned to the relevant Members as appropriate.
37.8
The
Company has until 48 months from the closing of the IPO to consummate a Business Combination, provided however that if the Board
of Directors anticipates that the Company may not be able to consummate a Business Combination within 36 months from the closing
of the IPO, the Company may, by Resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a
Business Combination for twelve months. In the event that the Company does not consummate a Business Combination by 48
months from the closing of the IPO or such later time as the Members of the Company may approve in accordance with these Articles
(the Extended Date), the Company shall:
(a)
cease
all operations except for the purpose of winding up;
(b)
as
promptly as reasonably possible but not more than five business days thereafter, redeem the Public Shares, at a per-Share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay income taxes, if any (less up to US$50,000 of interest to
pay dissolution expenses), divided by the number of the Public Shares then in issue, which redemption will completely extinguish
public Members rights as Members (including the right to receive further liquidation distributions, if any); and
(c)
as
promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining Members and the
directors, liquidate and dissolve,
subject
in each case, to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of Applicable Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company
shall, as promptly as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in
this Article 37.8 with respect to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of Applicable Law.
37.9
In
the event that any amendment is made to these Articles:
(a)
that
would modify the substance or timing of the Companys obligation to provide holders of Public Shares the right to:
(i)
have
their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 37.2(b) or 37.6; or
(ii)
redeem
100% of the Public Shares if the Company has not consummated an initial Business Combination within 48 months from the closing of the IPO pursuant to Article 37.8; or
(b)
with
respect to any other provision relating to the rights of holders of Public Shares or pre-business combination activity,
each
holder of Public Shares who is not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares
upon the approval of any such amendment (an Amendment Redemption) at a per-Share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the
Company to pay income taxes, if any, divided by the number of Public Shares then in issue.
Annex C-
55
37.10
Except
for the withdrawal of interest to pay income taxes, if any, none of the funds held in the Trust Account shall be released from the
Trust Account:
(a)
to
the Company, until completion of any Business Combination; or
(b)
to
the Members holding Public Shares, until the earliest of:
(i)
a
repurchase of Shares by means of a Tender Offer pursuant to Article 37.2(b);
(ii)
an
IPO Redemption pursuant to Article 37.6;
(iii)
a
distribution of the Trust Account pursuant to Article 37.8; or
(iv)
an
Amendment Redemption pursuant to Article 37.9.
In
no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.
37.11
After
the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to the consummation of a Business Combination,
the directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a)
receive
funds from the Trust Account; or
(b)
vote
as a class with the Public Shares:
(i)
on
a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business
Combination; or
(ii)
to
approve an amendment to these Articles to:
(A)
extend
the time the Company has to consummate a Business Combination beyond 48 months from the
closing of the IPO pursuant to Article 37.8;
or
(B)
amend
the foregoing provisions of these Articles.
37.12
The
Company must complete one or more Business Combinations, which must be with one or more operating businesses or assets with a fair
market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working
capital purposes, if permitted, and excluding the amount of any deferred underwriting discount and taxes payable on the interest
earned on the trust account). An initial Business Combination must not be effectuated solely with another blank cheque company or
a similar company with nominal operations
37.13
The
uninterested Independent Directors shall approve any transaction or transactions between the Company and any of the following parties:
(a)
any
Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b)
any
director or Officer of the Company and any Affiliate or relative of such director or Officer.
37.14
A
director may vote in respect of any Business Combination in which such director has a conflict of interest with respect to the evaluation
of such Business Combination. Such director must disclose such interest or conflict to the other directors.
Annex C-
56
37.15
The
Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, the directors
of the Company or Officers. In the event the Company seeks to complete the Business Combination with a target that is Affiliated
with the Sponsor, a Founder, Officers or directors, the Company, or a committee of Independent Directors, will obtain an opinion
from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of
company we are seeking to acquire or another independent accounting firm, that such a Business Combination or transaction is fair
to the Company from a financial point of view.
37.16
Any
Business Combination must be approved by a majority of the Independent Directors.
38.
Certain
Tax Filings
38.1
Each
Tax Filing Authorised Person and any such other person, acting alone, as any director shall designate from time to time, are authorised
to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US
state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or
elections of the Company and such other tax forms as may be approved from time to time by any director of the Company or an Officer.
The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to
the date of these Articles
39.
Business
Opportunities
39.1
In
recognition and anticipation of the facts that: (a) directors, managers, officers, members, partners, managing members, employees
and/or agents of one or more members of the Investor Group (each of the foregoing, an Investor Group Related Person)
may serve as directors of the Company and/or Officers; and (b) the Investor Group engages, and may continue to engage in the same
or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other
business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage, the provisions
under this heading Business Opportunities are set forth to regulate and define the conduct of certain affairs of the
Company as they may involve the Members and the Investor Group Related Persons, and the powers, rights, duties and liabilities of
the Company and its Officers, directors and Members in connection therewith.
39.2
To
the fullest extent permitted by Applicable Law, the directors and officers of the Company shall have no duty, except and to the extent
expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines
of business as the Company. To the fullest extent permitted by Applicable Law, and subject to his or her fiduciary duties under Applicable
Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any
potential transaction or matter which may be a corporate opportunity offered to any director and officer of the Company, on the one
hand, and the Company, on the other, unless such opportunity is expressly offered to such director or officer of the Company solely
in their capacity as an Officer or director of the Company and the opportunity is one the Company is permitted to complete on a reasonable
basis.
39.3
Except
as provided elsewhere in these Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered
an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both the Company and
the Investor Group, about which a director of the Company and/or Officer who is also an Investor Group Related Person acquires knowledge.
39.4
To
the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article
to be a breach of duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law,
any and all claims and causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable
Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.
Annex C-
57
FROM
OF PROXY CARD
EMBRACE
CHANGE ACQUISITION CORP.
5186 Carroll Canyon Rd
San Diego, CA 92121
EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
EMBRACE CHANGE ACQUISITION CORP.
The
undersigned hereby appoints Jingyu Wang and Yuan Zheng as proxies (the
Proxies
), and each of them with full power
to act without the other, each with the power to appoint a substitute, and hereby authorizes either of them to represent and to vote,
as designated on the reverse side, all ordinary shares of Embrace Change Acquisition Corp. (
Embrace Change
), held
of record by the undersigned on July 22, 2025, at the Extraordinary General Meeting of Shareholders (
Extraordinary General
Meeting of Shareholders
) to be held on Monday, August 11, 2025, or any postponement or adjournment thereof. The Extraordinary
General Meeting of Shareholders will be held at 10 a.m. Eastern Time, at the offices of Loeb Loeb LLP, located at 345 Park
Avenue, New York, New York 10154, and virtually at https://www.cstproxy.com/embracechange/2025. To register and receive access
to the virtual meeting, shareholders of record and beneficial owners (those holding shares through a bank, broker or other nominee) will
need to follow the instructions applicable to them provided in the proxy statement. Such shares shall be voted as indicated with respect
to the proposals listed on the reverse side hereof and in the Proxies discretion on such other matters as may properly come before
the Extraordinary General Meeting of Shareholders, or any postponement or adjournment thereof.
The
undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for the Extraordinary Meeting of Shareholders.
THE
SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF
NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS
PRESENTED TO THE SHAREHOLDERS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
PLEASE
DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.
THIS
PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED.
(Continued
and to be marked, dated and signed on reverse side)
[White
Card]
PROXY
THIS
PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 THROUGH 3 BELOW. EMBRACE CHANGES BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL.
(1)
Proposal
No. 1 The Extension Amendment Proposal
To approve, as a special resolution, an amendment to and restatement of
Embrace Changes Third Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time
to time, together, the
Articles of Association
) as provided by the first resolution in the form set forth in
Annex A to the accompanying proxy statement, to give the Company the right to extend the date by which Embrace Change must consummate
a business combination (the
Combination Period
) twelve (12) months, from August 12, 2025 (the
Termination
Date
), to August 12, 2026 (the
Extended Date
) by deleting the Articles of Association in its entirety
and adopting the fourth amended and restated memorandum and articles of association of the Company. A copy of the amendment is attached
to the proxy statement as Annex A. The complete text of the proposed fourth amended and restated memorandum and articles of association
of Embrace Change is attached to the proxy statement as Annex C.
☐
FOR ☐ AGAINST ☐ ABSTAIN
(2)
Proposal
No. 2 Trust Agreement Amendment Proposal
To approve, as an ordinary resolution, as provided in Annex B to the
accompanying proxy statement, subject to and conditional upon the effectiveness of the special resolution to amend and restate the
Articles of Association, an amendment to Embrace Changes investment management trust agreement, dated as of August 9, 2022,
by and between the Company and Continental Stock Transfer Trust Company, to the Combination Period from the Termination Date
to the Extended Date. A copy of the amendment is attached to the proxy statement as Annex B.
☐
FOR ☐ AGAINST ☐ ABSTAIN
(3)
Proposal
No. 3 The Adjournment Proposal
To authorize, as an ordinary resolution, the Chairman of the Extraordinary General
Meeting to adjourn the Extraordinary General Meeting to a later date or dates, from time to time, as the Chairman of the Extraordinary
General Meeting may deem necessary or appropriate.
☐
FOR ☐ AGAINST ☐ ABSTAIN
IN
THEIR DISCRETION THE PROXIES ARE AUTHORIZED AND EMPOWERED TO VOTE UPON OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OF SHAREHOLDERS
AND ALL CONTINUATIONS, ADJOURNMENTS OR POSTPONEMENTS THEREOF.
To
change the address on your account, please check the box and indicate your new address in the address space provided below
SHAREHOLDERS
SIGNATURE
Signature
of Shareholder
Date
Address
Signature
of Shareholder
Date
Address
Note:
Please sign exactly as your name or names appear on this proxy. When ordinary share is held jointly, each holder should sign. When signing
as an executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please
sign full corporate name by duly authorized officer, giving lull title as such. If the signer is a partnership, please sign in partnership
name by authorized person.
IMPORTANT:
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
TABLE OF CONTENTS
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* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR
WHICH
THE 13F WAS FILED.
FUND
NUMBER OF SHARES
VALUE ($)
PUT OR CALL
Directors of Embrace Change Acquisition Corp. - as per the
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