M&A - Embrace Change Acquisition Corp.

Form Type: 10-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000182912625001705

Filing Summary: Embrace Change Acquisition Corp. filed a 10-K for the fiscal year ended December 31, 2024, detailing its operations as a blank check company aiming for mergers or acquisitions. The company is incorporated in the Cayman Islands and has a tax exemption for 20 years. It completed an initial public offering (IPO) in August 2022, raising $75.8 million, which was placed in a trust account for facilitating future business combinations. The document reports on compliance issues with Nasdaq and provides details on a merger agreement entered into on January 26, 2025, with Tianji Tire Global (Cayman) Limited that outlines a two-step business combination process involving reincorporation. Additionally, there are agreements for sponsor support related to the merger. As of March 11, 2025, the company had 4,520,024 ordinary shares outstanding, reflecting its current financial standing and future plans for mergers.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000182912625000388

Filing Summary: On January 26, 2025, Embrace Change Acquisition Corp. entered into a merger agreement with its wholly owned subsidiaries and Tianji Tire Global (Cayman) Limited. The agreement outlines the merger process where Embrace Change Acquisition Corp. will be merged into a subsidiary, followed by a merger of another subsidiary with Tianji, leading to Tianji becoming a wholly owned subsidiary of the surviving entity. The shareholders of Tianji will receive a total of $450,000,000 in merger consideration, in the form of 45,000,000 shares of the surviving entity, valued at US$10.00 per share. The agreement specifies various representations, warranties, conditions to closing, and covenants to be followed by all parties. The closing is stipulated to occur no later than August 12, 2025, unless terminated earlier under specified conditions. Furthermore, a joint press release was issued on January 27, 2025, announcing the execution of the merger agreement.

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Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000182912625000387

Filing Summary: On January 26, 2025, Embrace Change Acquisition Corp. (EMCG) entered into a merger agreement with Tianji Tire Global (Cayman) Limited. The agreement entails a two-step transaction: EMCG will merge with its wholly owned subsidiary, and subsequently, another subsidiary will merge with Tianji, resulting in Tianji being a wholly owned subsidiary of the surviving entity. The agreement includes details on the conversion of shares, with each share of Tianji being exchanged for shares in the surviving corporation in a total transaction valued at $450 million. The business combination is expected to close no later than August 12, 2025, subject to customary conditions including shareholder approvals and regulatory consents. The document outlines representations and warranties, conditions to closing, and various related agreements including sponsor and company support agreements, and registration rights agreement. A joint press release was issued on January 27, 2025, announcing the merger agreement.

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