Special purpose acquisition companyCayman IslandsCIK 0001869601

A disciplined acquisition vehicle for structural change.

Embrace Change Acquisition Corp. is a blank check company formed to effect a merger, share exchange, asset acquisition or similar business combination with one or more businesses. It listed on Nasdaq in August 2022 and has entered into a definitive merger agreement with Tianji Tire Global (Cayman) Limited.

Proposed business combination SEC filings
  • IPO gross proceeds$73.9M
  • Trust at IPO$10.25/unit
  • Warrant exercise price$11.50
  • Nasdaq listingAug 12, 2022

01Proposed business combinationPending

Tianji Tire Global (Cayman) Limited

On January 26, 2025, Embrace Change entered into a definitive merger agreement with Tianji Tire Global (Cayman) Limited, a tire manufacturer whose operations are conducted mainly through subsidiaries in mainland China, specialising in all-steel, tubeless radial tires for medium- and short-distance transportation.

Agreement
Merger Agreement dated January 26, 2025, as amended by Amendment No. 1 dated October 16, 2025.
Consideration
$450 million, payable in newly issued securities of the combined company valued at $10.00 per share.
Structure
A reincorporation merger of Embrace Change into EMC Merger Sub 1, followed by an acquisition merger of EMC Merger Sub 2 into Tianji, with Tianji surviving as a wholly owned subsidiary of the combined company.
Post-closing
Tianji shareholders are expected to retain a majority of the combined company, designate a majority of its board, and Tianji's management team, led by CEO Hailong Cheng, is expected to continue to run the business.
Conditions
Shareholder approvals of both companies, a registration statement declared effective by the SEC, regulatory approvals and other customary closing conditions. No assurance can be given that the transaction will be completed.

Source documents

Form 8-K · Jan 27, 2025 Entry into the Merger Agreement Exhibit 99.1 · Jan 27, 2025 Announcement press release Form 8-K · Oct 22, 2025 Amendment No. 1 to the Merger Agreement Form 8-K · Aug 12, 2026 Extension of the combination period to Aug 12, 2027
  1. Initial public offering 7,392,855 units at $10.00 on Nasdaq; $75.8M placed in trust.
  2. Merger agreement signed Definitive agreement with Tianji Tire Global (Cayman) Limited.
  3. Transfer to OTC Markets Securities delisted from Nasdaq; ordinary shares quoted as EMCGF.
  4. Amendment No. 1 Merger agreement amended, including an extended outside date.
  5. Extension approved Shareholders extend the combination period to August 12, 2027.
The Nasdaq MarketSite tower in Times Square displaying 'Nasdaq congratulates Embrace Change Acquisition Corp on their IPO', with the EMCG ticker.

Listing dayNasdaq: EMCG

Nasdaq MarketSite, Times Square

Initial public offering · August 2022 · New York

02Offering terms

The original offering, on the record.

Terms as established at the initial public offering on August 12, 2022. The trust balance, share count and combination period have since changed; the current position is set out in the company's periodic reports and proxy statements.

$73.9M Gross proceeds 7,392,855 units at $10.00, including partial over-allotment
$10.25 Per unit in trust 102.5% of proceeds; $75.8M placed with Continental Stock Transfer & Trust
$11.50 Warrant exercise price One whole warrant for one ordinary share, subject to adjustment
24 mo Initial combination period 12 months plus a 12-month extension; since extended by shareholder vote
Sponsor
Wuren Fubao Inc. — 373,750 private units purchased at $10.00 ($3.74M)
Underwriters
EF Hutton, division of Benchmark Investments, LLC (representative); US Tiger Securities, Inc.
Trustee & transfer agent
Continental Stock Transfer & Trust Company

03Mandate

Durable value is built by businesses willing to change before they have to.

The mandate was deliberately sector-agnostic. The selection standard was not: public-market readiness, operating discipline and exposure to structural rather than cyclical change, with a target enterprise value of up to approximately $1 billion.

  1. 01

    Established operating foundations

    Proven unit economics, a defensible market position and a clear path to durable profitability under public-company scrutiny.

  2. 02

    Scale that can carry a listing

    Businesses with the size and operating maturity to sustain a quarterly reporting cadence and the governance that comes with it.

  3. 03

    Structural, not cyclical

    Growth tied to long-term shifts in an industry rather than near-term category momentum.

  4. 04

    Operator-led, aligned teams

    Management that treats a public listing as a platform for compounding, not a liquidity event, and welcomes the discipline of disclosure.

Sponsor

A compact sponsor structure that makes decisions quickly and can adapt transaction terms to a target's view of valuation, dilution and lock-up.

Experience

A team with hands-on experience in U.S. listings across IPO, SPAC and de-SPAC processes, and a standing network of counsel, auditors and brokers.

Discipline

Evaluate public-company readiness, structure for alignment and execute with a clear public record throughout the combination process.

04Board & officers

Governance, capital markets and financial management.

A board of four, three of whom serve as independent directors under Nasdaq's standards, with an audit committee composed entirely of independent directors.

Jingyu Wang

Chairman of the Board

Director since December 2022 and the company's Chief Executive Officer from December 2022 to December 2025, having advised the company on its initial public offering and public disclosures from 2021. Since October 2024 he has been a director and secretary of the board of Hangzhou Tangji Medical Technology Co., Ltd. From 2015 to 2021 he served as secretary of the board at 36Kr Holdings Inc. (Nasdaq: KRKR), coordinating the company's public disclosures. He holds a bachelor's degree in law from the China University of Political Science and Law.

Zheng Yuan

Chief Executive Officer, Chief Financial Officer & Director

Chief Financial Officer and director since March 2021, and Chief Executive Officer since December 2025. She served as acting CFO and administrative director of Ningbo Superfan Culture Media Co., Ltd. from 2017 to 2021, and earlier as Vice President of International Banking at Bank of Beijing Co., Ltd. from 2010 to 2016. She holds master's and bachelor's degrees from Tianjin University of Finance and Economics.

Jiangping (Gary) Xiao

Independent Director · Chair of the Audit Committee

Independent director since May 2022. Chief Financial Officer of Big Red Rooster Flow, LLC since 2021, and previously Vice President of Finance & Accounting at Hilco IP Merchant Bank and Chief Financial Officer of Professional Diversity Network, Inc. (Nasdaq: IPDN). He has served as an independent director of Takung Art Co. Ltd. (NYSE: TKAT) and Wunong Net Technology Co. Ltd. (Nasdaq: WNW). He holds an MBA from the Ross School of Business, University of Michigan, and a bachelor's degree in accounting from Tsinghua University.

Hang Zhou

Independent Director

Independent director since May 2022. Vice President for product and channel management at ARRIS Group, acquired by CommScope Inc. in 2019, since 2016, and previously Vice President and General Manager for Greater China at ARRIS. Earlier he held general management and senior product roles at Hangzhou Motorola Technology Ltd. and Motorola Inc.'s home division. He holds an MBA from Temple University and a bachelor's degree in international relations from the Foreign Affairs College, China.

05Investor information

The source of record is the SEC's EDGAR system.

Registration statements, periodic reports, current reports and proxy materials are filed with the U.S. Securities and Exchange Commission and should be read in full there.

SEC EDGARCIK 0001869601 All company filings Forms 8-K, 10-K, 10-Q, proxy statements and Section 16 reports.

Ordinary sharesOTC Markets

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