UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 (Commission File Number) (IRS Employer Identification No.) 5186 Carroll Canyon Rd San Diego, CA 92121 (Address of Principal Executive Offices) (Zip Code) (858) 688-4965 (Registrant's Telephone Number, Including Area Code) OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited consolidated financial statements and management's discussion and analysis for Embrace Change Acquisition Corp [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Embrace Change Acquisition Corp.'s unaudited consolidated financial statements, providing a snapshot of its financial position and performance [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets reflect increased total assets and liabilities, resulting in a larger stockholders' deficit by June 30, 2025 Table: Consolidated Balance Sheets | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Cash | $469 | $66,985 | | Prepaid expenses | $42,500 | - | | Total Current Assets | $42,969 | $66,985 | | Cash and investments held in trust account | $26,781,718 | $26,087,209 | | Total Assets | $26,824,687 | $26,154,194 | | Accounts payable and accrued expenses | $1,556,560 | $1,100,072 | | Due to related party | $144,060 | $144,060 | | Due to third party | $1,175,000 | $775,000 | | Convertible promissory note – related party | $851,112 | $851,112 | | Promissory note – third party | $56,927 | $54,664 | | Total Current Liabilities | $3,783,659 | $2,924,908 | | Deferred underwriter fee payable | $2,966,000 | $2,966,000 | | Total Liabilities | $6,749,659 | $5,890,908 | | Ordinary shares subject to possible redemption | $26,781,718 | $26,087,209 | | Accumulated deficit | $(6,706,920) | $(5,824,153) | | Total Stockholders' Deficit | $(6,706,690) | $(5,823,923) | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a net loss for the three and six months ended June 30, 2025, contrasting with net income in prior year periods Table: Consolidated Statements of Operations | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Formation and operating costs | $(374,642) | $(77,927) | $(730,504) | $(127,727) | | Investment income earned on cash and investments held in Trust Account | $277,146 | $755,157 | $544,509 | $1,490,735 | | Interest expense | $(1,138) | - | $(2,263) | - | | Net income (loss) | $(98,634) | $677,230 | $(188,258) | $984,507 | | Basic and diluted net income (loss) per ordinary share | $(0.02) | $0.09 | $(0.04) | $0.13 | [Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The statements reflect a significant increase in accumulated deficit for periods ended June 30, 2025, driven by net losses and share re-measurement Table: Consolidated Statements of Changes in Stockholders' Deficit | Item | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :------------------------------------------------ | :------------------ | :--------------- | :------------ | | Balance – Accumulated Deficit | $(5,824,153) | $(6,181,140) | $(6,706,920) | | Re-measurement of ordinary shares subject to redemption | - | $(267,363) | $(277,146) | | Additional amount deposit into Trust Account subject to redemption | - | - | $(150,000) | | Net loss | - | $(89,624) | $(98,634) | | Item | December 31, 2023 | March 31, 2024 | June 30, 2024 | | :------------------------------------------------ | :------------------ | :--------------- | :------------ | | Balance – Accumulated Deficit | $(4,114,326) | $(4,842,627) | $(4,920,554) | | Amount deposited into trust account subject to redemption | - | $(300,000) | - | | Re-measurement of ordinary shares subject to redemption | - | $(735,578) | $(755,157) | | Net income | - | $307,277 | $677,230 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash flows from operating activities showed higher net cash outflow for the six months ended June 30, 2025, compared to 2024 Table: Consolidated Statements of Cash Flows | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $(188,258) | $984,507 | | Net cash used in operating activities | $(316,516) | $(241,301) | | Net cash used in investing activities | $(150,000) | $(300,000) | | Net cash provided by financing activities | $400,000 | $540,525 | | Net change in cash | $(66,516) | $(776) | | Cash at the end of the period | $469 | $4,532 | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures on the company's organization, accounting policies, financial instruments, and subsequent events [NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION,%20BUSINESS%20OPERATIONS%20AND%20GOING%20CONCERN) Embrace Change Acquisition Corp. is a blank check company facing substantial doubt about its going concern ability without a timely business combination - The Company is a **blank check company (SPAC)** incorporated in the **Cayman Islands**, formed to effect a business combination, and has **not yet commenced any operations** as of June 30, 2025[23](index=23&type=chunk)[24](index=24&type=chunk) - The Company's Initial Public Offering (IPO) was consummated on August 12, 2022, generating gross proceeds of **$73,928,550**, with **$75,776,764** placed in a trust account[25](index=25&type=chunk)[27](index=27&type=chunk) - Shareholders have approved multiple extensions for the business combination period, most recently to **August 12, 2026**, with significant share redemptions occurring at each extension vote[32](index=32&type=chunk)[35](index=35&type=chunk)[37](index=37&type=chunk) - Management has determined that if a Business Combination is not completed by **August 12, 2026**, there is substantial doubt about the Company's ability to continue as a going concern, particularly with **$275,000** of required extension payments not yet deposited into the Trust Account[50](index=50&type=chunk) - On **January 26, 2025**, the Company entered into a **merger agreement with Tianji Tire Global (Cayman) Limited** for a business combination, where Tianji will become a direct wholly owned subsidiary of Purchaser (the surviving entity after the Company merges into Purchaser)[44](index=44&type=chunk) - The merger consideration involves Purchaser issuing **45,000,000 ordinary shares**, valued at **$450,000,000**, to Tianji shareholders[46](index=46&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=13&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's significant accounting policies, including basis of presentation, fair value measurements, and income tax treatment - The Company is an **'emerging growth company'** and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[56](index=56&type=chunk)[57](index=57&type=chunk) - Cash and investments held in the Trust Account are classified as **trading securities** and measured at **fair value**, primarily in U.S. Treasury Bills[59](index=59&type=chunk) Table: Fair Value Hierarchy of Assets (Level 1) | Description | June 30, 2025 (Level 1) | December 31, 2024 (Level 1) | | :-------------------------------- | :---------------------- | :------------------------ | | Cash and Investments held in Trust Account | $26,781,718 | $26,087,209 | - Ordinary shares subject to possible redemption are classified as **temporary equity** in accordance with ASC 480[65](index=65&type=chunk)[66](index=66&type=chunk) - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a **zero tax provision**[69](index=69&type=chunk) [Net Income (Loss) Per Share](index=17&type=section&id=Net%20Income%20(Loss)%20Per%20Share) The net income (loss) per share calculation shows a basic and diluted loss for the three and six months ended June 30, 2025, a decline from prior year net income Table: Basic and Diluted Net Income (Loss) Per Ordinary Share | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $(98,634) | $677,230 | $(188,258) | $984,507 | | Weighted average number of ordinary shares | 4,520,024 | 7,423,175 | 4,520,024 | 7,423,175 | | Basic and diluted net income (loss) per ordinary share | $(0.02) | $0.09 | $(0.04) | $0.13 | [Risks and Uncertainties](index=17&type=section&id=Risks%20and%20Uncertainties) Geopolitical events, including the Russia-Ukraine conflict, may materially affect the company's ability to consummate a business combination or secure financing - The **Russia-Ukraine conflict and related sanctions** may materially and adversely affect the Company's ability to consummate a Business Combination or secure financing[79](index=79&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) The IPO on August 12, 2022, generated **$73,928,550** from 7,392,855 units, each comprising one ordinary share, one warrant, and one right - The IPO on **August 12, 2022**, generated gross proceeds of **$73,928,550** from **7,392,855 units**[80](index=80&type=chunk) - Each unit in the IPO consisted of **one ordinary share, one warrant, and one right**[81](index=81&type=chunk) - Total offering costs amounted to approximately **$3,898,030**, including **$2,587,499** for deferred underwriting commissions[82](index=82&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=17&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) A private placement with the Sponsor generated **$3,737,500** from **373,750 private units**, which lack redemption rights and have transfer restrictions - The Private Placement with the Sponsor generated **$3,737,500** from the sale of **373,750 private units**[83](index=83&type=chunk) - Private Units are identical to IPO units but have **no redemption rights** or liquidating distributions from the trust account and are subject to **transfer restrictions**[84](index=84&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=19&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including founder shares, amounts due to the CFO, and convertible promissory notes from the Sponsor and CFO - The Company issued **2,156,250 founder shares** to the Sponsor for **$25,000**, subsequently reduced to **1,848,214 shares** due to forfeitures[86](index=86&type=chunk) - As of June 30, 2025, **$144,060** was due to a related party (CFO) for expenses, unsecured, non-interest bearing, and due on demand[88](index=88&type=chunk) - The Company borrowed **$851,112** under convertible promissory notes from the Sponsor (**$10,000**) and CFO (**$841,112**) for extension and working capital purposes[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - These notes are **unsecured, non-interest bearing**, and convertible into private placement units upon business combination[92](index=92&type=chunk) [NOTE 6. DUE TO THIRD PARTY](index=20&type=section&id=NOTE%206.%20DUE%20TO%20THIRD%20PARTY) As of June 30, 2025, the company owed **$1,175,000** to Tianji and its subsidiaries for extension purposes, unsecured, non-interest bearing, and due on demand - As of June 30, 2025, the Company owed **$1,175,000** to Tianji and its subsidiaries, up from **$775,000** at December 31, 2024. These amounts are **unsecured, non-interest bearing, and due on demand**[95](index=95&type=chunk) [NOTE 7. PROMISSORY NOTE - THIRD PARTY](index=20&type=section&id=NOTE%207.%20PROMISSORY%20NOTE%20-%20THIRD%20PARTY) The company issued a **$300,000** unsecured promissory note to a third party with **9.127% annual interest**, with **$50,000** principal remaining unpaid and past due by June 30, 2025 - The Company issued a **$300,000** unsecured promissory note to an unrelated third party on **August 5, 2024**, with an annual interest rate of **9.127%**[96](index=96&type=chunk) - As of June 30, 2025, **$50,000** of the principal remained unpaid and past due[96](index=96&type=chunk) - Interest expense under this note was **$1,138** for the three months and **$2,263** for the six months ended June 30, 2025[97](index=97&type=chunk) [NOTE 8. COMMITMENTS AND CONTINGENCIES](index=20&type=section&id=NOTE%208.%20COMMITMENTS%20AND%20CONTINGENCIES) This note details registration rights and the modified deferred underwriting fee, which resulted in a **$378,501 loss** on modification - The deferred underwriting fee of **$2,587,499** was revised on **March 4, 2024**, to **$750,000** in cash and **200,000 registered shares** payable upon the closing of a business combination[100](index=100&type=chunk) - This modification resulted in a **$378,501 loss** on the modification of deferred underwriting commission, recorded in the consolidated statements of operations[100](index=100&type=chunk) [NOTE 9. STOCKHOLDERS' DEFICIT](index=21&type=section&id=NOTE%209.%20STOCKHOLDERS'%20DEFICIT) This section details the company's ordinary shares, warrants, and rights, including **2,295,893** ordinary shares outstanding as of June 30, 2025 - As of June 30, 2025, there were **2,295,893 ordinary shares** issued and outstanding, excluding **2,224,131 shares** subject to possible redemption[103](index=103&type=chunk) - Public Warrants become exercisable **30 days after a business combination**, entitling holders to purchase one ordinary share at **$11.50**, subject to adjustment and redemption conditions[104](index=104&type=chunk)[112](index=112&type=chunk) - Each right entitles the holder to receive **one-eighth of one ordinary share** upon consummation of a Business Combination, without additional consideration[108](index=108&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=22&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) Subsequent to June 30, 2025, the company received an additional **$500,000** from Tianji and shareholders approved a further extension to **August 12, 2026** - Subsequent to June 30, 2025, the Company received an additional **$500,000** from Tianji and its subsidiaries, bringing the total due to third parties to **$1,675,000**[110](index=110&type=chunk) - On **August 11, 2025**, shareholders approved extending the Business Combination Period from August 12, 2025, to **August 12, 2026**[111](index=111&type=chunk) - In connection with the August 11, 2025, meeting, **2,097,743 ordinary shares** were tendered for redemption, leaving **2,422,281 shares** outstanding[113](index=113&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, operational results, liquidity, capital resources, and going concern considerations [Overview](index=24&type=section&id=Overview) Embrace Change Acquisition Corp. is a blank check company focused on a business combination, incurring costs without generating operating revenues yet - The Company is a **blank check company** formed for a business combination, with no specific target selected yet[116](index=116&type=chunk) - The Company will not generate any operating revenues until after the completion of its Business Combination[116](index=116&type=chunk) [Recent Developments](index=24&type=section&id=Recent%20Developments) Recent developments include multiple business combination extensions, significant share redemptions, Nasdaq delisting notices, and debt financing - The Company extended its Combination Period multiple times, most recently to **August 12, 2026**, with significant share redemptions occurring at each extension vote[118](index=118&type=chunk)[119](index=119&type=chunk)[121](index=121&type=chunk) - The Company received several Nasdaq notices regarding non-compliance, including a delisting notice on **August 14, 2025**, for failing to complete its initial business combination by **August 9, 2025**[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - The deferred underwriting fee was modified on **March 4, 2024**, to **$750,000** in cash and **200,000 registered shares**, payable upon the closing of the business combination[130](index=130&type=chunk) - The Company borrowed **$1,175,000** from Tianji and its subsidiaries (unsecured, non-interest bearing) and **$300,000** from an unrelated third party (promissory note with **9.127% interest**), with **$50,000** of the latter remaining unpaid and past due as of June 30, 2025[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - On **January 26, 2025**, the Company entered into a merger agreement with Tianji Tire Global (Cayman) Limited for a business combination, involving a reincorporation merger and an acquisition merger, with Tianji becoming a subsidiary of the Purchaser[134](index=134&type=chunk) - The merger consideration for Tianji shareholders is **45,000,000 Purchaser Ordinary Shares**, valued at **$450,000,000**[136](index=136&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) The company reported a net loss for the three and six months ended June 30, 2025, a significant decline from prior year net income Table: Results of Operations Summary | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $(98,634) | $677,230 | $(188,258) | $984,507 | | Operating costs | $(374,642) | $(77,927) | $(730,504) | $(127,727) | | Investment income earned on cash and investments held in Trust Account | $277,146 | $755,157 | $544,509 | $1,490,735 | | Interest expense | $(1,138) | - | $(2,263) | - | | Loss on modification of deferred underwriting commission | - | - | - | $(378,501) | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had limited cash and a working capital deficit, with liquidity met through IPO proceeds, private placement, and related/third-party loans - As of June 30, 2025, the Company had cash of **$469** and a working capital deficit of **$3,740,690**[141](index=141&type=chunk) - Liquidity is primarily sourced from proceeds outside the Trust Account, convertible promissory notes from related parties (Sponsor and CFO, totaling **$851,112**), and loans from third parties (Tianji and an unrelated party, totaling **$1,175,000** and **$56,927** respectively as of June 30, 2025)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk)[149](index=149&type=chunk) [Going Concern Consideration](index=28&type=section&id=Going%20Concern%20Consideration) Management identified substantial doubt about the company's ability to continue as a going concern without completing a business combination by **August 12, 2026** - Management has determined that failure to complete an Initial Business Combination by **August 12, 2025** (now **August 12, 2026**) raises substantial doubt about the Company's ability to continue as a going concern[150](index=150&type=chunk) - As of the date of the financial statements, **$275,000** of required extension payments had not been deposited into the Trust Account[150](index=150&type=chunk) [Off-Balance Sheet Financing Arrangements](index=29&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) The company confirms it had **no off-balance sheet arrangements** as of June 30, 2025 - The Company had **no off-balance sheet arrangements** as of June 30, 2025[151](index=151&type=chunk) [Contractual Obligations](index=29&type=section&id=Contractual%20Obligations) The company has no long-term debt or lease obligations; its primary contractual obligation is the modified deferred underwriting fee - The Company has **no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities**[152](index=152&type=chunk) - The deferred underwriting fee was modified to **$750,000** in cash and **200,000 registered shares**, payable upon the closing of a Business Combination[152](index=152&type=chunk) [Critical Accounting Estimates](index=29&type=section&id=Critical%20Accounting%20Estimates) As of June 30, 2025, the company reported **no critical accounting estimates** - As of June 30, 2025, there were **no critical accounting estimates**[153](index=153&type=chunk) [Recent Accounting Standards](index=29&type=section&id=Recent%20Accounting%20Standards) Management believes recently issued, but not yet effective, accounting pronouncements would not materially affect the company's financial statements - Management does not believe that any recently issued, but not yet effective, accounting pronouncements would have a **material effect** on the Company's financial statements[154](index=154&type=chunk) [Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results](index=29&type=section&id=Off-Balance%20Sheet%20Arrangements;%20Commitments%20and%20Contractual%20Obligations;%20Quarterly%20Results) The company reiterates no off-balance sheet arrangements or contractual obligations and no unaudited quarterly operating data due to no operations to date - The Company did not have any **off-balance sheet arrangements** or **commitments/contractual obligations** as of the report date[155](index=155&type=chunk) - No unaudited quarterly operating data is included as the Company has conducted **no operations to date**[155](index=155&type=chunk) [Item 3. Quantitative and Qualitative Disclosure about Market Risks](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risks) As a smaller reporting company, Embrace Change Acquisition Corp. is **exempt from market risk disclosures** - As a **smaller reporting company**, the registrant is not required to make disclosures under this item[156](index=156&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were **not effective** as of June 30, 2025, with no material changes in internal control [Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were **not effective** as of June 30, 2025 - Management concluded that the Company's disclosure controls and procedures were **not effective** as of June 30, 2025[158](index=158&type=chunk) [Changes in Internal Control over Financial Reporting](index=29&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) There were **no material changes** in the company's internal control over financial reporting during the fiscal quarter ended June 30, 2025 - There has been **no material change** in the Company's internal control over financial reporting during the fiscal quarter ended June 30, 2025[159](index=159&type=chunk) [PART II. OTHER INFORMATION](index=30&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides other required information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reported **no legal proceedings** - There are **no legal proceedings** to report[160](index=160&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been **no material changes** to previously disclosed risk factors in the Form S-1 registration statements - There have been **no material changes** to the previously disclosed risk factors in the registration statements on Form S-1[161](index=161&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of founder shares, IPO, and private placement, including shares issued, proceeds, and trust account deposits - The Company issued **1,848,214 founder shares** to initial shareholders, after forfeitures, under Section 4(a)(2) of the Securities Act[162](index=162&type=chunk) - The IPO on **August 12, 2022**, generated gross proceeds of **$73,928,550** from the sale of units at **$10.00 per unit**[163](index=163&type=chunk) - A private placement with the sponsor generated **$3,737,500** from **373,750 private units**, which are identical to IPO units but with transfer restrictions and no redemption rights[164](index=164&type=chunk) - A total of **$75,776,764** from the net proceeds of the IPO and private placement was deposited into a trust account[165](index=165&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported **no defaults upon senior securities** - There are **no defaults upon senior securities**[167](index=167&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported **no mine safety disclosures** - There are **no mine safety disclosures**[168](index=168&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reported **no other information** - There is **no other information** to report[169](index=169&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL documents - The exhibits include **certifications from the CEO and CFO** (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act) and various **XBRL taxonomy documents**[170](index=170&type=chunk) [Signatures](index=32&type=section&id=Signatures) The report was signed by **Zheng Yuan, Chief Financial Officer**, on **August 19, 2025** - The report was signed by **Zheng Yuan, Chief Financial Officer**, on **August 19, 2025**[174](index=174&type=chunk)

Financial Performance - The Company recorded a net loss of $89,624 for the three months ended March 31, 2025, consisting of operating costs of $355,862 and interest expense of $1,125, partially offset by investment income of $267,363[137]. - The Company recorded a net income of $357,077 for the three months ended March 31, 2024, primarily from investment income of $735,578[138]. - The Company has not generated any revenues to date and will only generate non-operating income after the completion of its Business Combination[136]. - Interest expenses under the promissory note to third parties were recorded at $1,125 for the three months ended March 31, 2025[147]. Cash and Working Capital - As of March 31, 2025, the Company had cash of $17,229 and a working capital deficit of $3,214,910[139]. - The Company borrowed $241,112 under Working Capital Loans as of March 31, 2025, which are included in convertible promissory notes[141]. - The Company borrowed a total of $841,112 from the Chief Financial Officer in the form of convertible promissory notes, which are repayable upon the consummation of the Business Combination[143]. - The CFO also paid $144,060 to third-party vendors for working capital purposes, which are unsecured and due on demand[144]. - From July 2024 to March 2025, the Company borrowed a total of $975,000 from Tianji and its subsidiaries, with an additional $100,000 received after March 31, 2025, bringing the total to $1,075,000 due to third parties[145]. Business Combination and Acquisition Plans - The Company entered into a merger agreement on January 26, 2025, with Tianji Tire Global (Cayman) Limited, involving a total merger consideration of $450,000,000[131][133]. - The Company has incurred significant costs in pursuit of its acquisition plans and cannot assure the success of completing a Business Combination[116]. - The Company has incurred significant costs related to financing and acquisition plans, raising concerns about its ability to continue as a going concern if the Initial Business Combination is not completed by August 12, 2025[148]. - The Company has the right to extend the Termination Date of its Business Combination up to ten additional times by depositing $75,000 per month, with a current outstanding requirement of $600,000 for extensions[120]. Compliance and Regulatory Matters - The Company received a delisting determination letter from Nasdaq on April 23, 2024, but subsequently paid the outstanding fee to regain compliance[121]. - There are no off-balance sheet arrangements or long-term liabilities as of March 31, 2025[149][150]. - The underwriter is entitled to a deferred fee of $2,587,499, which will be revised to $750,000 in cash and 200,000 shares upon the closing of the Business Combination[150]. Management and Operations - Management does not anticipate any material effects from recently issued accounting pronouncements on the financial statements[152]. - The Company has conducted no operations to date, resulting in no unaudited quarterly operating data being included in the report[153].

IPO and Financial Proceeds - The Company completed its initial public offering (IPO) on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 units at a price of $10.00 per unit[22]. - A total of $75,776,764 from the IPO and private placement was placed in a trust account for the benefit of public shareholders, with $72,039,264 from the IPO and $3,737,500 from the private placement[26]. - Following the IPO, $75,776,764 was placed in a trust account, equating to $10.25 per unit, for future business combinations[133]. - As of December 31, 2024, the Company had cash of $66,985 and a working capital deficit of $2,857,923[160]. - The anticipated per-share redemption price for public shareholders upon consummation of the initial business combination is expected to be $10.25[78]. - The per-share redemption amount for shareholders upon dissolution is approximately $10.25, which may be reduced due to creditor claims[96]. - The trust account holds $75,776,764 from the IPO and private placement, which may only be invested in U.S. government treasury obligations or money market funds[121]. Business Combination and Agreements - The Company entered into a Merger Agreement on January 26, 2025, for a business combination with Tianji Tire Global, which will be executed in two steps[38]. - The Sponsor Support Agreement was executed to approve the Merger Agreement and the proposed business combination[39]. - The Company Support Agreement was signed by certain Tianji shareholders to approve the Merger Agreement and the proposed business combination[41]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the trust account balance at the time of the agreement[58]. - The company intends to structure its initial business combination to acquire 100% of the equity interest or assets of the target business[68]. - Initial shareholders have agreed to waive their redemption rights for founder shares if the business combination is not consummated within the specified period[95]. - The Company entered into a merger agreement on January 26, 2025, with Tianji Tire Global, involving a total merger consideration of $450,000,000[155]. Management and Operations - The management team emphasizes the importance of a mature and adaptable management team as a competitive edge in complex environments[55]. - The management team has extensive experience in multinational financial management, which will aid in identifying financial risks of potential investment targets[49]. - The company plans to pursue prospective targets in technology, internet, and consumer sectors, focusing on companies with established brands and stable cash flow[53]. - The company will conduct extensive due diligence on prospective target businesses, including meetings with management and financial reviews[65]. - The independent directors bring diverse international experience, enhancing the company's ability to identify and evaluate target businesses[51]. - The company currently has two executive officers who are not obligated to devote specific hours to company matters[104]. - The company may recruit additional managers post-business combination, but there is no guarantee of finding suitable candidates[73]. Compliance and Regulatory Matters - The Company received a delisting determination letter from Nasdaq in April 2024 but subsequently paid the outstanding fee[31]. - The Company requested a hearing before Nasdaq to appeal a suspension and delisting due to non-compliance with listing rules, with a hearing scheduled for August 1, 2024[33]. - The Company received a notice from Nasdaq on October 12, 2023, regarding non-compliance with the minimum holder requirement, with a deadline to submit a compliance plan by November 27, 2023[141]. - The Company was notified on December 22, 2023, of non-compliance for failing to timely file its Quarterly Report for the period ended September 30, 2023, with a 60-day window to submit a compliance plan[142]. Financial Performance and Projections - The Company recorded a net income of $1,442,593 for the year ended December 31, 2024, consisting of investment income of $2,377,420, offset by operating costs of $551,662 and other expenses[158]. - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern if a business combination is not completed by August 12, 2025[169]. - The Company has not generated any operating revenues to date and will not do so until after the completion of its business combination[157]. - The Company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[116]. - The Company intends to retain all earnings for business operations and does not anticipate declaring any dividends in the foreseeable future[116]. Internal Controls and Governance - As of December 31, 2024, the company's disclosure controls and procedures were deemed ineffective by the Certifying Officers[179]. - Management assessed the internal control over financial reporting and identified a material weakness due to inadequate segregation of duties and insufficient written policies[182]. - The company plans to enhance internal controls by increasing board size and consulting third-party professionals for complex accounting applications[183]. - The audit committee consists of independent directors, ensuring compliance with Nasdaq listing standards[200]. - Jiangping (Gary) Xiao is recognized as an "audit committee financial expert" under SEC rules[201]. - The compensation committee is responsible for overseeing executive compensation and may retain external advisers while considering their independence[204]. - The nominating committee oversees the selection of board nominees and consists solely of independent directors[205]. - Management intends to implement remediation steps to improve internal controls and address identified weaknesses[183]. Legal and Risk Factors - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[102]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk[108]. - The company may be subject to legal proceedings, but is not currently involved in any material litigation[110]. - Officers and directors may have conflicts of interest due to multiple business affiliations and fiduciary obligations[213]. - The company has agreed not to consummate an initial business combination with entities affiliated with initial shareholders unless independent fairness opinions are obtained[216].

Combination Period and Compliance - The Company extended the Combination Period from August 12, 2023, to April 12, 2024, by depositing a total of $800,000 into the Trust Account[107]. - The Company has the right to extend the Combination Period eleven more times for an additional one month each time, from September 12, 2024, to August 12, 2025[124]. - The Company received a delisting determination letter from Nasdaq due to non-compliance with Listing Rule 5450(a)(2) regarding the minimum number of holders[109]. - The Company submitted a compliance plan to Nasdaq on November 27, 2023, to regain compliance with Listing Rule 5450(a)(2)[109]. - The Company regained compliance with Nasdaq filing requirements on September 16, 2024, and is subject to a mandatory panel monitor for one year[125]. - The Company received a notification from Nasdaq for failing to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2023[110]. Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $227,631, down 50% from $454,799 in the same period of 2023[127]. - For the nine months ended September 30, 2024, the company had a net income of $1,212,138, a decrease of 38.5% compared to $1,969,273 for the same period in 2023[128]. - The company completed its initial public offering on August 12, 2022, raising gross proceeds of $73,928,550 from the sale of 7,392,855 units[129]. Cash and Debt Position - As of September 30, 2024, the company had cash of $13,053 and a working capital deficit of $2,783,677[133]. - The company borrowed $841,112 from the Chief Financial Officer for working capital purposes, which is convertible into units at $10.00 per unit upon the consummation of a Business Combination[136]. - The company has no long-term debt or capital lease obligations as of September 30, 2024[143]. - The company has no off-balance sheet arrangements or commitments as of September 30, 2024[141]. Costs and Concerns - The company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern if a Business Combination is not completed by August 12, 2025[140]. - The company recorded transaction costs of $3,898,030 related to the initial public offering, including $739,286 in upfront underwriting fees[132]. Interest and Borrowing - The Company borrowed $600,000 from an unrelated third party for a potential business combination, which is unsecured and non-interest bearing[118]. - The Company recorded $3,513 in interest expenses under a promissory note for the three and nine months ended September 30, 2024[120]. Internal Controls - The company’s principal executive officer and principal financial officer concluded that the disclosure controls and procedures were not effective during the period covered by the report[148]. Share Redemption - A total of 1,440,891 ordinary shares were redeemed at a price of approximately $10.68 per share, resulting in an aggregate redemption amount of $15,385,924[104]. - As of September 30, 2024, there were 2,224,131 ordinary shares subject to possible redemption outstanding[106].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $677,230, down from $820,420 in the same period of 2023, primarily due to a decrease in operating income [107]. - The company reported a net income of $984,507 for the six months ended June 30, 2024, compared to $1,514,474 for the same period in 2023 [107]. - The company incurred operating costs of $77,927 for the three months ended June 30, 2024, compared to $120,796 for the same period in 2023 [107]. Initial Public Offering - The company generated gross proceeds of $73,928,550 from its initial public offering of 7,392,855 units at $10.00 per unit on August 12, 2022 [108]. - The company incurred transaction costs of $3,898,030 related to the Initial Public Offering, including $739,286 in up-front underwriting fees [109]. - The deferred underwriting fee of $2,587,499 will be revised to $750,000 in cash and 200,000 shares upon the closing of the initial business combination [116]. Shareholder Information - As of June 30, 2024, the company had a total of 5,127,282 ordinary shares subject to possible redemption outstanding after the annual general meeting [92]. - The company redeemed a total of 1,440,891 ordinary shares at a redemption price of approximately $10.68 per share, resulting in an aggregate redemption amount of $15,385,924 [90]. - The company received a notification from Nasdaq regarding non-compliance with Listing Rule 5450(a)(2) due to having fewer than 400 total holders of its ordinary shares [95]. Combination Period and Extensions - The company extended the Combination Period to August 12, 2024, by depositing $100,000 into the Trust Account for each one-month extension, totaling $800,000 for eight extensions [93]. - The company has the right to extend the Combination Period four more times for an additional one month each time, from April 12, 2024, to August 12, 2024 [93]. Financial Position - As of June 30, 2024, the company had cash of $4,532 and a working capital deficit of $1,954,324 [110]. - The company borrowed a total of $841,112 from the Chief Financial Officer in convertible promissory notes for working capital purposes from October 2023 to the filing of this Quarterly Report [114]. - The company borrowed $10,000 from the Sponsor on September 8, 2023, which is repayable upon the consummation of the Business Combination [112]. - The company has no long-term debt, capital lease obligations, or operating lease obligations as of June 30, 2024 [116]. Operating Revenues - The company has not generated any operating revenues to date and will only generate non-operating income in the form of interest income on cash and cash equivalents after the IPO [105]. - The interest income earned on investments in the Trust Account is unavailable to fund operating expenses [110]. Other Financial Arrangements - The company has not entered into any off-balance sheet financing arrangements or established any special purpose entities [115]. - The company charged $210,873 in offering costs to accumulated deficit for the year ended December 31, 2023 [109]. - The company intends to use funds held outside the Trust Account and proceeds from Convertible Promissory Notes for evaluating prospective acquisition candidates [110].

Financial Position - As of March 31, 2024, the Company had cash of $5,308 and a working capital deficit of $1,876,397[105]. - As of March 31, 2024, the Company borrowed a total of $240,112 in convertible promissory notes from related parties, up from $90,112 as of December 31, 2023[106]. - The Company borrowed $841,112 from the Chief Financial Officer in convertible promissory notes for working capital purposes, with no interest and repayable upon the consummation of the Business Combination[108]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of the reporting date[111]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities[109]. Revenue and Income - For the three months ended March 31, 2024, the Company reported a net income of $357,077, down from $694,054 in the same period of 2023[101]. - The Company has not generated any revenues to date and will not do so until after completing a business combination[100]. Initial Public Offering and Financing - The Company raised gross proceeds of $73,928,550 from its initial public offering, with an additional $3,737,500 from a private placement[102]. - The Company incurred transaction costs of $3,898,030 related to the initial public offering, including $739,286 in upfront underwriting fees[104]. - The underwriter is entitled to a deferred fee of $2,587,499, which will be revised to $750,000 in cash and 200,000 shares upon the closing of the Business Combination[111]. Shareholder and Compliance Issues - The Company received a notice from Nasdaq regarding non-compliance with Listing Rule 5450(a)(2) due to insufficient total holders of its ordinary shares[92]. - A total of 1,440,891 ordinary shares were redeemed at a price of approximately $10.68 per share, totaling $15,385,924[87]. Trust Account and Extensions - The Company extended the Termination Date to August 12, 2024, by depositing $400,000 into the Trust Account[84]. - The Company has the right to extend the Combination Period four more times for an additional one month each time, from April 12, 2024, to August 12, 2024[90]. - The Company made eight tranches of deposits of $100,000, totaling $800,000, to the Trust Account from August 2023 to March 2024[90]. Accounting and Operations - There are no critical accounting estimates affecting the reported amounts of assets and liabilities as of March 31, 2024[112]. - Management does not anticipate any material effects from recently issued accounting pronouncements on the Company's financial statements[113]. - The Company has conducted no operations to date, resulting in no unaudited quarterly operating data included in the report[114]. Miscellaneous - The Chief Financial Officer paid $144,060 to third-party vendors on behalf of the Company for working capital purposes, which is due on demand[108]. - The Company borrowed $10,000 from the Sponsor on September 8, 2023, which is also convertible into units at the Sponsor's election[107].

Financial Arrangements - The Company made six tranches of deposits totaling $600,000 to the Trust Account, extending the Combination Period to April 12, 2024[28]. - The Company may use proceeds held outside the Trust Account to repay Working Capital Loans if a Business Combination does not close[29]. - The Company has not yet deposited the required $400,000 to extend the Termination Date to August 12, 2024[28]. Borrowing and Loans - As of December 31, 2023, the Company borrowed $90,112 under Working Capital Loans, which is included in the November 2023 Convertible Note[29]. Combination Period and Rights - The Company has the right to extend the Combination Period for an additional four months, potentially extending the Termination Date to August 12, 2024[28]. - Initial shareholders have agreed to waive their redemption rights regarding founder shares if the initial business combination is not completed within the specified period[33]. Internal Controls - The Company assessed its internal control over financial reporting and determined it did not maintain effective controls as of December 31, 2023, due to material weaknesses[345]. - Management's assessment of internal controls highlighted inadequate segregation of duties and insufficient written policies[345]. Audit Committee - The audit committee consists of three independent members, including Jiangping (Gary) Xiao, who serves as the chair[357]. Management Positions - The Company does not intend to ensure that management team members maintain their positions post-business combination, although some may negotiate arrangements[356].

Financial Performance - For the nine months ended September 30, 2023, the company reported a net income of $1,969,273, compared to a net loss of $30,657 for the same period in 2022[102]. - For the three months ended September 30, 2023, the company achieved a net income of $454,799, while in the same period of 2022, it recorded a net loss of $30,657[103]. Initial Public Offering (IPO) - The company generated gross proceeds of $73,928,550 from its initial public offering (IPO) on August 12, 2022, by issuing 7,392,855 units at $10.00 per unit[104]. - The company incurred transaction costs of $3,898,030 related to the IPO, which included $739,286 in upfront underwriting fees[107]. Share Redemption - The company redeemed a total of 1,440,891 ordinary shares at a redemption price of approximately $10.68 per share, resulting in an aggregate redemption amount of $15,385,924[97]. Working Capital and Financial Position - As of September 30, 2023, the company had cash available of $9,208 and a working capital deficit of $901,486[108]. - As of September 30, 2023, the company had not borrowed any amounts under Working Capital Loans, but it did borrow $10,000 from the Sponsor for working capital purposes[110]. Combination Period and Amendments - The company extended its Combination Period from August 12, 2023, to March 12, 2024, by making deposits of $700,000 into the Trust Account[100]. - The company has the right to extend the Combination Period five more times for an additional one month each time, from March 12, 2024, to August 12, 2024[100]. - On October 20, 2023, the company approved an amendment to its Articles of Association, removing restrictions on business combinations with entities based in the People's Republic of China[99].

Financial Performance - The company reported a net income of $820,420 for the three months ended June 30, 2023, compared to a net income of $0 for the same period in 2022, indicating a significant improvement[10]. - Basic and diluted net income per ordinary share was $0.08 for the three months ended June 30, 2023, compared to $0.00 for the same period in 2022[10]. - For the six months ended June 30, 2023, the company reported a net income of $1,514,474, consisting of investment income of $1,763,533 and operating costs of $249,059[98]. Assets and Liabilities - As of June 30, 2023, total assets amounted to $78,627,171, an increase from $76,944,986 as of December 31, 2022, reflecting a growth of approximately 2%[8]. - Cash and marketable securities held in the trust account were $78,304,986 as of June 30, 2023, compared to $76,541,453 as of December 31, 2022, showing an increase of about 2.3%[8]. - The accumulated deficit increased to $(2,590,306) as of June 30, 2023, from $(2,341,247) as of December 31, 2022, representing a deterioration of approximately 11%[8]. - Total current liabilities increased to $324,762 as of June 30, 2023, from $157,051 as of December 31, 2022, indicating an increase of approximately 106%[8]. - The Company had $287,183 in cash in its operating bank account as of June 30, 2023, compared to $403,012 as of December 31, 2022[34][41]. Initial Public Offering (IPO) - The Initial Public Offering generated gross proceeds of $73,928,550, with offering costs amounting to $3,898,030[22]. - The Initial Public Offering (IPO) on August 12, 2022, generated gross proceeds of $73,928,550 from the sale of 7,392,855 Units, with offering costs amounting to $3,898,030[60][61]. - Following the IPO, $75,776,764 was placed in a trust account, which includes net proceeds from the IPO and a private placement[101]. - The Company incurred offering costs of approximately $3,898,030 related to the IPO, which included $2,587,499 for deferred underwriting commissions[61]. Business Combination and Operations - The company has not yet commenced any operations and will not generate operating revenues until after the completion of its initial Business Combination[21]. - The Company will redeem 100% of the outstanding Public Shares at a per-share price equal to the aggregate amount in the Trust Account if a Business Combination is not completed within the Combination Period[32]. - The Company will only proceed with a Business Combination if it has net tangible assets of at least $5,000,001 immediately prior to consummation[25]. - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern if it fails to complete a Business Combination[36]. - The Company has not selected any specific business combination target and has not initiated substantive discussions with any potential targets[92]. - The company has not generated any operating revenues to date and will not do so until after completing its initial business combination[97]. Shareholder Information - The company had 8,138,038 ordinary shares issued and outstanding as of August 11, 2023[5]. - On August 9, 2023, 1,550,710 ordinary shares were tendered for redemption, leaving 8,138,038 ordinary shares outstanding[29]. - The weighted average number of ordinary shares outstanding for the six months ended June 30, 2023, was 9,688,748, compared to 1,848,214 for the same period in 2022[58]. - The Company issued an aggregate of 2,156,250 founder shares to the Sponsor for a total purchase price of $25,000, resulting in 1,848,214 shares outstanding post-IPO[65]. - A total of 1,550,710 ordinary shares were tendered for redemption during the extraordinary general meeting, leaving 8,138,038 ordinary shares[94]. Financial Obligations and Risks - The Company expects to incur approximately $500,000 in expenses for legal, accounting, and due diligence related to its initial business combination[104]. - The Company has the right to extend the Combination Period twelve times for an additional one month each time, with an Extension Payment of the lesser of $100,000 or $0.045 per outstanding public share for each extension[29][30]. - The Company has not borrowed any amounts under Working Capital Loans as of June 30, 2023, which could be up to $500,000 convertible into additional Private Units upon a Business Combination[69]. - There have been no material changes in risk factors since the last report, and no off-balance sheet arrangements exist[107][114]. - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of completing a Business Combination[93].