Late Filing Notification - Embrace Change Acquisition Corp

NT 10-K 1 formnt10-k.htm NT 10-K

| | 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 |

| |