SCHEDULE: Mizuho Financial Group Reports Zero Stake in Embrace Change Acquisition Corp.
Beneficial Ownership Report
Mizuho Financial Group, Inc. filed an amended Schedule 13G, reporting no beneficial ownership in Embrace Change Acquisition Corp. as of September 30, 2025.
Summary
- Mizuho Financial Group, Inc. (Mizuho) filed an Amendment No. 4 to Schedule 13G regarding its holdings in Embrace Change Acquisition Corp.
- Mizuho, along with its subsidiaries Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC, reported 0.0% beneficial ownership of Embrace Change Acquisition Corp.'s Common Shares.
- The filing indicates that Mizuho Securities USA LLC is the direct holder, while Mizuho Financial Group, Mizuho Bank, and Mizuho Americas LLC may be deemed indirect beneficial owners.
- The filing includes Powers of Attorney granting Takahiro Katsura the authority to execute and file Form 13G and related documents on behalf of Mizuho Financial Group and its specified subsidiaries.
Sentiment
Score: 5
Explanation: Neutral. This is a routine compliance filing reporting no beneficial ownership, which has no inherent positive or negative sentiment regarding the issuer or the reporting entity's financial performance.
Positives
- The filing confirms Mizuho Financial Group's compliance with SEC reporting requirements for institutional investors.
- The Power of Attorney streamlines future SEC filings for Mizuho and its subsidiaries.
Negatives
- No beneficial ownership reported, indicating no direct investment or significant stake in Embrace Change Acquisition Corp. by Mizuho.
Risks
- The Power of Attorney explicitly states that the attorney-in-fact is not assuming any of the undersigned's responsibilities or liabilities for compliance with Section 13 of the Exchange Act.
Future Outlook
The Limited Power of Attorney granted to Takahiro Katsura will remain in full force and effect until Mizuho Financial Group and its subsidiaries are no longer required to file Forms 13G with respect to their holdings and transactions in securities, unless earlier revoked.
Management Comments
- The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming any of the undersigneds responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 13 of the Exchange Act.
Industry Context
This filing is a routine compliance disclosure for a major financial institution like Mizuho Financial Group, indicating its current non-material stake in a specific SPAC. It reflects standard regulatory transparency for large institutional investors.
Comparison to Industry Standards
- The reporting of 0% beneficial ownership is a clear statement of no significant investment, which is common for large financial groups that may have minimal or no positions in certain entities at specific reporting dates.
- The use of a Limited Power of Attorney for SEC filings is a standard corporate governance practice among global financial institutions like Mizuho to ensure efficient and timely compliance.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Attorney-in-Fact for Form 13G filings | NA | Takahiro Katsura | 11-13-2025 | Granting of authority for SEC compliance filings. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | Mizuho Financial Group, Inc. and its subsidiaries granted a Limited Power of Attorney to Takahiro Katsura to execute and file Form 13G documents with the SEC. | 11-13-2025 | Enhances efficiency and ensures timely compliance with SEC reporting requirements for beneficial ownership. |
Stakeholder Impact
- Shareholders of Embrace Change Acquisition Corp. are informed that Mizuho Financial Group does not hold a significant stake in the company.
- Mizuho Financial Group's stakeholders are assured of continued compliance with regulatory reporting obligations.
Next Steps
- The Limited Power of Attorney will remain in effect until Mizuho Financial Group and its subsidiaries are no longer required to file Forms 13G.
- Mizuho Financial Group will continue to comply with Section 13 of the Exchange Act regarding its holdings and transactions in securities.
Key Dates
| Date | Description |
|---|---|
| 09/30/2025 | Date of event requiring the filing of this statement (beneficial ownership determination date). |
| 11-13-2025 | Execution date of Power of Attorney for Mizuho Financial Group, Inc. |
| 11-13-2025 | Execution date of Power of Attorney for Mizuho Bank, Ltd. |
| 11-13-2025 | Execution date of Power of Attorney for Mizuho Americas LLC. |
| 11-13-2025 | Execution date of Power of Attorney for Mizuho Securities USA LLC. |
| 11/13/2025 | Date of filing of Schedule 13G Amendment No. 4. |
Keywords
Mizuho Financial Group, Embrace Change Acquisition Corp., Schedule 13G, Beneficial Ownership, SEC Filing, Financial Services, Investment Banking, Broker-Dealer, Corporate Governance
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