Embrace Change (EMCGF) files 12b-25, delays 10-K for Dec 31, 2025

Rhea-AI Filing Summary

Embrace Change Acquisition Corp. notified the SEC it could not timely file its Form 10-K for the period ended December 31, 2025 because the company "could not finalize its financial results without unreasonable expense or effort" and therefore requires additional time to compile and verify required data. The filing states the company expects to file within the additional time allowed under Rule 12b-25.

Key Figures

SEC File Number: 001-41397 Reporting period end: December 31, 2025 Notification signed: March 31, 2026 +3 more

6 metrics

SEC File Number 001-41397 cover page CIK/file number

Reporting period end December 31, 2025 Form 10-K period ended

Notification signed March 31, 2026 Form 12b-25 signature date

Registrant contact phone +1 (858) 688-4965 Name and telephone number of contact (Zheng Yuan)

Registrant address 5186 Carroll Canyon Rd, San Diego, CA 92121 Principal executive office address

CUSIP list G3034H 133; G3034H 109; G3034H 109; G3034H 141 CUSIP entries for units, ordinary shares, warrants, rights

Key Terms

Form 12b-25, Rule 12b-25(b), Form 10-K

3 terms

Form 12b-25 regulatory

"The Annual Report on Form 10-K of Embrace Change Acquisition Corp."

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Rule 12b-25(b) regulatory

"seeks relief pursuant to Rule 12b-25(b)"

Form 10-K financial

"The Annual Report on Form 10-K of Embrace Change Acquisition Corp."

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

SEC FILE NUMBER 001-41397

CUSIP NUMBER

G3034H 133 (Units)

G3034H 109 (Ordinary Shares)

G3034H 109 (Warrants)

G3034H 141 (Rights)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
		☐ Form N-SAR ☐ Form N-CSR
		For Period Ended: December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Read attached instruction sheet before preparing form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I REGISTRANT INFORMATION

Embrace Change Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

5186 Carroll Canyon Rd

Address of Principal Executive Office (Street and Number)

San Diego, CA 92121

City, State and Zip Code

PART II RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Annual Report on Form 10-K of Embrace Change Acquisition Corp. (the “Company”) could not be filed within the prescribed time period due to the fact that the Company was unable to finalize its financial results without unreasonable expense or effort. As a result, the Company could not solicit and obtain the necessary review of the Form 10-K in a timely fashion prior to the due date of the report. The Company requires additional time to compile and verify the data required to be included in the Form 10-K. The Company expects to file the Form 10-K within the additional time allowed.

PART IV OTHER INFORMATION

(1)		Name and telephone number of person to contact in regard to this notification
		Zheng Yuan		+1		(858) 688-4965
		(Name)		(Area Code)		(Telephone Number)
(2)		Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)		Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No
		If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Disclosures About Forward-Looking Statements

This Notification of Late Filing on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. The above statements constitute forward-looking statements that are based on the Company’s current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the Company’s annual and quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Embrace Change Acquisition Corp.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ Zheng Yuan
	Name:	Zheng Yuan
	Title:	Chief Executive Officer and Chief Financial Officer

FAQ

Why did Embrace Change Acquisition Corp. (EMCGF) file a Form 12b-25?

The company could not finalize its fiscal year financial results in time. The filing says the Form 10-K "could not be filed within the prescribed time period" because completing and reviewing results would require unreasonable expense or effort, and additional time is needed to compile and verify data.

When is the reporting period covered by the late filing for EMCGF?

The late filing covers the period ended December 31, 2025. The Form 12b-25 identifies the annual report on Form 10-K for that fiscal year as the subject of the notification.

Did Embrace Change Acquisition Corp. state when the Form 10-K will be filed?

The company said it "expects to file the Form 10-K within the additional time allowed" under Rule 12b-25. The notification does not provide a specific filing date but cites the relief timetable available under the rule.

Who signed the Form 12b-25 for EMCGF and when?

The Form 12b-25 was signed by Zheng Yuan, Chief Executive Officer and Chief Financial Officer, with the date of signature shown as March 31, 2026 in the notification.