Embrace Change Acquisition (EMCG) - 2025 Q3 - Quarterly Report

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].