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Embrace Change Acquisition Corp.
Yoann Delwarde's SPAC raised $75M in 2022 targeting tech and consumer deals. It later liquidated without completing a merger.
Embrace Change Acquisition Corp.
Embrace Change Acquisition Corp. formed in 2021, filing for an initial public offering in August of that year with Yoann Delwarde as CEO and Jingyu Wang as CFO. The entity emerged during the final wave of the SPAC boom, raising $75 million by selling 7.5 million units at $10.00 per standard unit in February 2022. Each unit consisted of one ordinary share and one redeemable warrant, with the underlying proceeds placed into a trust account. The blank-check company's stated focus was broad: pursuing targets in technology, media, telecommunications, and consumer sectors across Asia and North America. Structurally, the SPAC's investment strategy was binary — identify a private operating company, negotiate a merger, and shepherd it through shareholder approval and de-SPAC closing. The trust mechanics limited downside for public investors, who could redeem shares before any deal closed, while sponsors held founder shares and warrants as their economic incentive. The vehicle carried the standard 15-to-21-month deadline to complete a business combination, with the possibility of a short extension. This placed Delwarde and the board under the same clockwork pressure that defined the 2020–2022 SPAC cohort. The firm's leadership brought cross-border operating and financial experience rather than marquee dealmaker names. Yoann Delwarde, a French national, had co-founded Innosquare and served on the board of French prop-tech company iQspot. Jingyu Wang provided accounting and audit credentials suited to the CFO role. Beyond the two named officers, the firm disclosed a board of directors that included independent directors meeting Nasdaq audit-committee requirements. No adjacent funds, evergreen vehicles, or philanthropic structures were tied to the entity — it was a pure SPAC, existing solely to complete one transaction. Embrace Change Acquisition Corp. served as a lens on the structural constraints of the late-cycle SPAC: ample trust capital, a generic mandate, and a shrinking runway as the de-SPAC window closed in 2023. While many peers rushed to close questionable deals or liquidated entirely, the firm's path offers a case study in sponsor economics without a blockbuster outcome. The entity ultimately did not complete a business combination within its permitted timeframe and proceeded to wind up operations, redeeming trust proceeds to public shareholders per its charter.
General information
Firm type
other
Year founded
2021
AUM
Undisclosed
Location
Region
North America
Country
United States
City
San Diego
Corporate office
San Diego, CA, United States
Principals
Yoann Delwarde
Chief Executive Officer
Jingyu Wang
Chief Financial Officer
Frequently asked questions
What was Embrace Change Acquisition Corp.'s investment mandate?
The SPAC targeted businesses in technology, media, telecommunications, and consumer sectors, with a geographic emphasis on Asia and North America. It did not restrict itself to a specific sub-vertical, giving management a broad hunting license during the two-year search window.
Who controlled investment decisions at the SPAC?
CEO Yoann Delwarde led deal origination and negotiation, supported by CFO Jingyu Wang and a standard board of directors. As a blank-check company, all material business combinations required both board approval and a shareholder vote before closing.
Did the SPAC complete a business combination?
No. After extending its deadline to mid-2023, the company was unable to close a de-SPAC merger. It subsequently liquidated and returned the trust capital to public shareholders, with the sponsor forfeiting its at-risk founder capital.
How was the vehicle structured economically for sponsors?
Sponsors held founder shares purchased for a nominal amount prior to the IPO, plus private placement warrants. These would have converted into meaningful equity if a deal closed, but became worthless upon liquidation — a standard SPAC sponsor promote structure.
Where did the trust capital sit, and what happened upon liquidation?
The $75 million in IPO proceeds was held in a US-based trust account investing solely in short-term government securities or money market funds. Upon liquidation, all public shareholders received their pro-rata share of the trust, net of any permitted taxes and dissolution expenses.
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