New Financial Obligation - Form 8-K

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 21, 2024, Embrace Change Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Working Capital Note"), in an amount of $70,000 to Zheng Yuan, the Company's Chief Financial Officer, for the $70,000 Ms. Yuan paid for the Company to pay off a bill. The Working Capital Note bears no interest and is repayable in full upon the consummation of the Company's initial business combination. It is convertible, up to $500,000 of the notes, at the Ms. Yuan's election upon the consummation of the Company's initial business combination. Upon such election, the Working Capital Note will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company's initial public offering.

The foregoing description of the Working Capital Note is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.