Sec Form 4/A Filing - Wuren Fubao Inc. @ Embrace Change Acquisition Corp. - 2022-08-12

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Wuren Fubao Inc.
2. Issuer Name and Ticker or Trading Symbol
Embrace Change Acquisition Corp. [ EMCG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
SUITE # 5-204, 23 LIME TREE BAY AVENUE,, P.O. BOX 2547
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2022
(Street)
GRAND CAYMAN, E9KY1-1104
4. If Amendment, Date Original Filed (MM/DD/YY)
08/09/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary shares, par value $0.0001 08/12/2022 J( 1 ) 20,536 D $ 0 1,848,214( 2 ) D
Ordinary shares, par value $0.0001 08/12/2022 P( 3 ) 373,750 A 2,221,964( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $ 11.5 08/12/2022 P( 3 ) 373,750 ( 5 ) ( 6 ) Ordinary shares, par value $0.0001 373,750 ( 4 ) 373,750( 2 ) D
Right ( 7 ) 08/12/2022 P( 3 ) 373,750 ( 7 ) ( 7 ) Ordinary shares, par value $0.0001 46,718 ( 4 ) 46,718( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wuren Fubao Inc.
SUITE # 5-204, 23 LIME TREE BAY AVENUE,
P.O. BOX 2547
GRAND CAYMAN, E9KY1-1104
X
Signatures
By: /s/ Bin Li, Title: Director, /s/ Bin Li 08/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As contemplated in connection with the Embrace Change Acquisition Corp. (the "Company")'s initial public offering (the "IPO"), 20,536 founder shares were returned by Wuren Fubao Inc. (the "Sponsor") to the Company for no consideration and cancelled because the representative's over-allotment option was partially exercised and the remaining portion of the option would not be exercised by the representative.
( 2 )The securities are owned directly by the Sponsor. Mr. Bin Li is the director of the Sponsor, and has voting and dispositive power over the shares held of record by the Sponsor. Mr. Bin Li disclaims any beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
( 3 )Simultaneously with the consummation of the Company's IPO, the Sponsor acquired 373,750 units in a private placement (the "Private Units"). Each Private Unit consists of one ordinary share of the Company, par value $0.0001, one warrant to purchase one ordinary share at an exercise price of $11.50 per share (the "Warrants"), and one right entitling the holder to receive one-eighth (1/8) of one ordinary share upon consummation of the Company's initial business combination.
( 4 )The Private Units were purchased for $10.00 per unit.
( 5 )The Warrants will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.
( 6 )The Warrants will expire five years after the completion of the Company's initial business combination or earlier upon redemption or liquidation.
( 7 )Each right entitles the holder to receive one-eighth (1/8) of one ordinary share upon consummation of the Company's initial business combination.

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