Financial Performance - The company recorded a net loss of $98,634 for the three months ended June 30, 2025, compared to a net income of $677,230 for the same period in 2024[139]. - For the six months ended June 30, 2025, the company had a net loss of $188,258, while in 2024, it reported a net income of $984,507[140]. - The company has not generated any revenues to date and will only generate non-operating income after the completion of its business combination[138]. - The company incurred significant costs in pursuit of acquisition plans and cannot assure the success of its business combination[117]. - 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 an Initial Business Combination is not consummated by August 12, 2025[150]. Cash and Working Capital - As of June 30, 2025, the company had cash of $469 and a working capital deficit of $3,740,690[141]. - As of June 30, 2025, the total amount due to third parties was $1,675,000, which includes $775,000 borrowed from Tianji and its subsidiaries from July 2024 to December 2024 and an additional $500,000 received after June 30, 2025[147]. - The Company recorded $144,060 paid by the CFO to third-party vendors for working capital purposes, which is due on demand[146]. Debt and Financing - The company recorded interest expenses of $1,138 for the three months ended June 30, 2025, compared to $0 in the same period in 2024[133]. - The Company recorded interest expenses of $1,138 and $2,263 for the three and six months ended June 30, 2025, respectively, under the promissory note - third party[149]. - The Company borrowed a total of $841,112 from the Chief Financial Officer in the form of convertible promissory notes for working capital purposes from October 2023 to December 2024[145]. - The Company borrowed $10,000 from the Sponsor on September 8, 2023, which is repayable in full upon the consummation of the Business Combination[144]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of June 30, 2025[152]. Business Combination and Agreements - The company entered into a merger agreement on January 26, 2025, with Tianji Tire Global, involving a total merger consideration of $450,000,000[134][136]. - The company extended the termination date to August 12, 2025, by depositing $75,000 for each one-month extension, with 2,903,151 ordinary shares tendered for redemption[119]. - The underwriter is entitled to a deferred fee of 3.50% of the gross proceeds of the Offering, amounting to $2,587,499, upon closing of the Business Combination[152]. 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[129]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities as of June 30, 2025[151]. - The Company has no critical accounting estimates as of June 30, 2025[153].
Embrace Change Acquisition Corp.(EMCGU) - 2025 Q2 - Quarterly Report