EX-10.2





 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between
Embrace Change Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1, File
No. 333-258221 (“Registration Statement”) and prospectus (“Prospectus”) for the initial public offering of the Company’s units (“Units”),
each of which consists of one of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Share”) and one warrant (“Warrant”), each whole Warrant entitling the holder to purchase one Ordinary Share (such
initial public offering referred to as the “IPO”), has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Registration Statement); 
 WHEREAS, the Company has entered into an Underwriting Agreement
(“Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC as the representative (the “Representative”) of the several underwriters (“Underwriters”) named
therein; 
 WHEREAS, as described in the Prospectus, and in accordance with the Company’s Amended and Restated Memorandum and Articles
of Association (“Articles of Association”), $76,500,000 ($87,975,000 if the Underwriters’ over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of Units will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued
in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee and any interest subsequently earned thereon will be referred to herein as the “Property”; the shareholders for whose benefit the Trustee shall
hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $2,625,000, or $3,018,750 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Representative on behalf of the Underwriters upon and concurrently with the consummation of the
Business Combination (as defined below) (the “Deferred Discount”); and 
 WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property. 
 NOW THEREFORE, IT
IS AGREED: 
 1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 

(a)    Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust
Account maintained by Trustee, and at a brokerage institution selected by the Company that is reasonably satisfactory to the Trustee; 

(b)    Manage, supervise, and administer the Trust Account subject to the terms and conditions set forth herein; 

(c)    In a timely manner, upon the written instruction of the Company, either (i) invest and reinvest the Property
in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less,
and/or in any open ended investment company registered under the Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule
2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations or (ii) cause the brokerage institution referred to in 1(a) above to place the Property
in a cash demand deposit account; it being understood that unless the Company instructs the Trustee to do either of the foregoing, the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder and the Trustee may earn bank credits or other consideration during such periods; 

  
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 (d)    Collect and receive, when due, all principal and income arising
from the Property, which shall become part of the “Property,” as such term is used herein; 
 (e)    Promptly
notify the Company and the Representative of all communications received by it with respect to any Property requiring action by the Company; 

(f)    Supply any necessary information or documents as may be requested by the Company in connection with the
Company’s preparation of its tax returns or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors; 

(g)    Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property
if, as, and when instructed by the Company to do so; 
 (h)    Render to the Company monthly written statements of the
activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; 

(i)    Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with,
the terms of a letter from the Company (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company and, in the
case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, jointly acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee within the period of time (the “Last
Date”) provided in the Company’s Articles of Association, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public
Shareholders as of the Last Date; and 
 (j)    Upon receipt of a letter (an “Amendment Notification
Letter”) in the form of Exhibit C, signed on behalf of the Company by an authorized officer, distribute to Public Shareholders who exercised their redemption rights in connection with an amendment to [Article Sixth] of the
Company’s Articles of Association (an “Amendment”) an amount equal to the pro rata share of the Property relating to the Ordinary Shares for which such Public Shareholders have exercised redemption rights in connection with
such Amendment. 
 2. Limited Distributions of Income from Trust Account.  

(a)    Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company or liquidation
expenses not to exceed $50,000. 
 (b)    The limited distributions referred to in
Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in
accordance with Sections 1(i) or 1(j) hereof. 
 3. Agreements and Covenants of the Company. The Company agrees and
covenants to: 
 (a) Give all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers.
The Trustee shall be entitled to rely on such written instructions from the Company confirmed by telephone instruction from a person which the Trustee in good faith believes to be given by any one of the persons authorized above to give written
instructions; 

  
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 (b)    Subject to the provisions of Section 5
of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim,
action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for
expenses and losses resulting from the Trustee’s gross negligence, fraud, or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which
the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the
defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; 

(c)    Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement
made pursuant to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay
such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee pursuant to Section 1(i) solely in connection with the consummation of a business combination (a “Business
Combination”). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date; 

(d)    In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the
Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s shareholders regarding such Business Combination; 

(e)    In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to
Section 1(i), the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement; 

(f)    If the Company has an Amendment approved by its shareholders, provide the Trustee with an Amendment Notification
Letter in the form of Exhibit C providing instructions for the distribution of funds to Public Shareholders who exercise their redemption rights in connection with such Amendment; 

(g)    Provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other
correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance; and 

(h)    Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a
Termination Letter in a form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Representative on behalf of the Underwriters. 

4. Limitations of Liability. The Trustee shall have no responsibility or liability to: 

(a)    Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the
Trustee shall have no liability to any party except for liability arising out of its own gross negligence, fraud or willful misconduct; 

(b)    Institute any proceeding for the collection of any principal and income arising from, or institute, appear in, or
defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient
to pay any expenses incident thereto; 
 (c) Change the investment of any Property, other than in compliance with
Section 1(c);  

  
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 (d)    Refund any depreciation in principal of any Property; 

(e)    Assume that the authority of any person designated by the Company to give instructions hereunder shall not be
continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 

(f)    The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to
be taken or omitted, in good faith and in the exercise of its own best judgment (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written
instructions from the Company, confirmed by telephone, in accordance with Section 3(a)), except for its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon
any order, notice, demand, certificate, opinion, or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report, or other paper or document (not only as to its due
execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed by
telephone, in accordance with Section 3(a)). The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by
a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(g)    Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any
Business Combination consummated by the Company or any other action taken by it is as contemplated by the Registration Statement; 

(h)    File local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the
Trust Account or deliver payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; 

(i)    Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to
pay any such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof); 

(j)    Imply obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document
other than this agreement and that which is expressly set forth herein; or 
 (k)    Verify calculations, qualify, or
otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j), and 2(a) above. 
 5.    Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives
any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b)
or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 

6.    Termination. This Agreement shall terminate as follows: 

(a)    If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company
shall use its reasonable efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company
and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to
the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or 
 (b)    At such time that the Trustee has completed the liquidation of the Trust
Account in accordance with the provisions of Section 1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 3(b) and Section 5.  

  
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 7. Miscellaneous. 

(a)    The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below
with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from the Trust Account to authorized persons. Each party must
notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information
supplied to it by the Company, including account names, account numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except for any liability arising out of the Trustee’s gross
negligence, fraud, or willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any error in the information supplied to it or funds transferred based on such information. 

(b)    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the
City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. 

(c)    This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an
original, and together shall constitute but one instrument. 
 (d)    This Agreement contains the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of a majority of the then outstanding Ordinary
Shares; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or its Ordinary Shares in connection with a vote sought to amend this Agreement), this Agreement or
any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of the Representative.
The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment. 
 (e)    Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery, by email or by facsimile transmission: 
 if to the Trustee, to: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th floor 
 New
York, New York 10004 
 Attn: Compliance Department 

  
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 if to the Company, to: 

Embrace Change Acquisition Corp. 

5186 Carroll Canyon Rd 
 San
Diego, CA 92121 
 Attn: Yoann Delwarde, Chief Executive Officer 

E-mail: yoann@embracechange.top 

in either case with a copy (which copy shall not constitute notice) to: 

Loeb & Loeb LLP 
 345
Park Avenue 
 New York, NY 10154 

Attn: Giovanni Caruso, Esq. 
 E-mail: gcaruso@loeb.com 
 and 

Mintz, Levin, Cohn, Ferris, Glovskyand Popeo, P.C. 

666 Third Avenue 
 New York, NY
10017 
 Attn: Ivan K. Blumenthal 

Email: IKBlumenthal@mintz.com

and 
 EF Hutton, division of
Benchmark Investments, LLC 
 17 Battery Place, Suite 625 

New York, NY 10004 
 Attn: Ed
Tsuker, Head of Capital Markets 
 E-mail: etsuker@efhuttongroup.com 

(f)     This Agreement may not be assigned by the Trustee without the prior consent of the Company. 

(g)    Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly
authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

(h)    This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to
the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 

(i)    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof. 

(j)    Each of the Company and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this
Agreement. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
		
	By:	 	  

		 	Name: [●]
		 	Title: [●]
	
	EMBRACE CHANGE ACQUISITION CORP.
		
	By:	 	  

		 	Name: Yoann Delwarde
		 	Title: Chief Executive Officer



  
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 SCHEDULE A 
  

							
	Fee Item	  	Time and method of payment	  	Amount	 
	Initial acceptance fee	  	Initial closing of IPO by wire transfer	  	$	[    	] 
	Annual fee	  	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	  	$	[    	] 
	Transaction processing fee for disbursements to Company under Section 2	  	Billed to Company following disbursement made to Company under Section 2	  	$	[    	] 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	  	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	  	 	Prevailing rates	 


  
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 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 Continental Stock Transfer

 & Trust Company 
 1 State Street, 30th floor 

New York, New York 10004 
 Attn: [●] 

Re:     Trust Account Termination Letter 

Dear [●]: 
 Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Embrace Change Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of
                , 2022 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement with
[                ] to consummate a business combination (“Business Combination”) on or about [insert date]. The Company
shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the
Trust Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments
and to transfer the proceeds to the Trust Account at [●] to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust account
awaiting distribution, neither the Company nor the Underwriters will earn any interest or dividends. 
 On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which
verifies the vote of the Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and the Representative with respect to the transfer of the funds held in the
Trust Account, including payment of the Deferred Discount from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the
counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to
the terms hereof, your obligations under the Trust Agreement shall be terminated. 
 In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. 

  
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		 		 		 	Very truly yours,
				
		 		 		 	EMBRACE CHANGE ACQUISITION CORP.
					
		 		 		 	By:	 	  

		 		 		 		 	Name: Yoann Delwarde
		 		 		 		 	Title: Chief Executive Officer
				
	AGREED TO AND ACKNOWLEDGED BY	 		 		 	
				
	EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC	 		 		 	
					
	By:	 	  
	 		 		 	
		 	Name:	 		 		 	
		 	Title:	 		 		 	


  
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 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th floor 

New York, New York 10004 
 Attn: [●] 

Re: Trust Account Termination Letter  

Dear [●]: 
 Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Embrace Change Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of
                , 2022 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a
Target Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Trust Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate the Trust Account and to transfer the total proceeds of the Trust to the Trust Operating Account at [●] to await distribution to the Public Shareholders. The Company has selected
[                , 20 ] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the
liquidation proceeds. It is acknowledged that while the funds are on deposit in the Trust Operating Account awaiting distribution, the Company will not earn any interest or dividends. You agree to be the Paying Agent of record and in your separate
capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of
all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated. 
  

							
		 		 	Very truly yours,
			
		 		 	EMBRACE CHANGE ACQUISITION CORP.
				
		 		 	By:	 	  

		 		 		 	Name: Yoann Delwarde
		 		 		 	Title: Chief Executive Officer
				
	cc: EF Hutton, division of Benchmark Investments, LLC	 		 		 	


  
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 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th floor 

New York, New York 10004 
 Attn: [●] 

Re: Trust Account Amendment Notification Letter  

Dear [●]: 
 Reference is made to the
Investment Management Trust Agreement between Embrace Change Acquisition Corp. (“Company”) and 
 Continental Stock
Transfer & Trust Company, dated as of                , 2022 (“Trust Agreement”). Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement. 
 Pursuant to Section 1(j) of the Trust Agreement, this is to
advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$                 of the total proceeds of the Trust to the Trust Account at [●] to await distribution to the Public Shareholders that have requested
conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed. 
  

							
		 		 	Very truly yours,
			
		 		 	EMBRACE CHANGE ACQUISITION CORP.
				
		 		 	By:	 	  

		 		 		 	Name: Yoann Delwarde
		 		 		 	Title: Chief Executive Officer
				
	cc: EF Hutton, division of Benchmark Investments, LLC	 		 		 	


  
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 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th floor 

New York, New York 10004 
 Attn: [●] 

Re: Trust Account 
 Dear [●]: 

Pursuant to Section 2(a) of the Investment Management Trust Agreement between Embrace Change Acquisition Corp.
(“Company”) and Continental Stock Transfer & Trust Company, dated as of                , 2022 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company [$                ] of the interest income earned on the Property
as of the date hereof. The Company needs such funds to pay for its [income or other tax obligations][dissolution and liquidation expenses, which expenses will not exceed $50,000]. 

In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the Company’s operating account at: 
  

							
	[WIRE INSTRUCTION INFORMATION]	 		 	
			
		 		 	EMBRACE CHANGE ACQUISITION CORP.
				
		 		 	By:	 	  

		 		 		 	Name: Yoann Delwarde
		 		 		 	Title: Chief Executive Officer
				
	cc: EF Hutton, division of Benchmark Investments, LLC	 		 		 	


  
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