华谊信资本 | 美股SPAC | 纳斯达克上市 | SPAC造壳上市 | 企业上市案例 特殊目的收购公司（SPAC）以造壳上市、反向并购模式为企业提供便捷融资路径。然而，纳斯达克市场上越来越多的SPAC公司都因各类问题陷入停牌 退市的困境。SPAC造壳过程艰辛，最终退市的结局令人惋惜，华谊信资本深入剖析这些折戟SPAC的案例及其背后根源，为市场参与者敲响警钟。 一、合并中折戟：未守合并期的退市困局 纳斯达克对SPAC的核心规则要求之一，便是明确规定其需在IPO后一定期限内完成与目标企业的业务合并，这一期限通常为18-24个月，部分情况下可 延长至36个月。一旦超出期限未能完成合并，SPAC将面临停牌乃至退市的结局。 一直以来，此类因未遵守合并期限而退市的案例不在少数，Bowen Acquisition Corp与深圳仟枝生物的合并案便是近期代表。 | Bowen Acquisition(NASDAQ:BOWN) 可融资 | | | | | 加自选 | | --- | --- | --- | --- | --- | --- | | $9.19 -- | 退市 | | | | 17 球友关注 | | 最高: -- ...

Financial Position - As of September 30, 2025, the company had cash of $5,431 and a working capital deficit of $30,681,811[139]. - The company borrowed $241,112 under Working Capital Loans as of September 30, 2025, which is included in convertible promissory notes[141]. - The total due to third parties as of September 30, 2025, was $1,675,000, which increased to $1,950,000 after receiving additional funds post-reporting[145]. - The company has no off-balance sheet arrangements or long-term liabilities as of September 30, 2025[149]. - The company has no critical accounting estimates as of September 30, 2025[151]. Business Combination and Financing - The Company entered into a merger agreement with Tianji, with a total merger consideration of $450 million, issuing 45,000,000 ordinary shares at a deemed price of $10.00 per share[134]. - The Company extended the Termination Date to August 12, 2025, by depositing an aggregate of $700,000 into the Trust Account[115]. - The Company has the right to extend the Combination Period twelve times for an additional month each time, as approved by shareholders[116]. - The Company is obligated to deposit an additional $75,000 into the Trust Account for extension payments[119]. - 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 a Business Combination is not consummated by August 12, 2026[148]. Shareholder Transactions - As of August 11, 2025, 2,097,743 ordinary shares were tendered for redemption, resulting in approximately $26 million paid to shareholders[118]. - The Company received $400,000 from Tianji for extension deposits, with $375,000 deposited into the Trust Account as of September 30, 2025[119]. - The company received a total of $775,000 from a subsidiary of Tianji from July 2024 to December 2024 for working capital[128]. Income and Expenses - For the three months ended September 30, 2025, the company reported a net income of $18,447, with investment income of $287,440 and operating costs of $267,843[137]. - For the nine months ended September 30, 2025, the company incurred a net loss of $169,811, consisting of operating costs of $998,347 and interest expense of $3,413, partially offset by investment income of $831,949[138]. - The Company recorded interest expenses of $3,413 and $3,513 for the nine months ended September 30, 2025, and 2024, respectively[130]. - The company recorded interest expenses of $1,150 and $3,513 for the three months ended September 30, 2025, and 2024, respectively[147]. Regulatory and Compliance - The Company received a delisting notice from Nasdaq on August 14, 2025, due to failure to complete its initial business combination by August 9, 2025[126]. - The company has a deferred underwriting fee of 3.50% of the gross proceeds of the Offering, amounting to $2,587,499, payable upon closing of the Business Combination[150]. - The Company borrowed $900,000 from Tianji and its subsidiaries from January 2025 to September 2025, resulting in a total of $1,950,000 due to third parties[128].

[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].