Company Overview - Tianji Tire Global (Cayman) Limited is a leading tire manufacturer primarily operating through subsidiaries in mainland China, focusing on the design, research and development, production, and sales of tires, particularly all-steel, tubeless radial tires for medium- and short-distance transportation [2][9] - The company offers a diverse range of tires under six brands, including the premium brand SEMES and the mid- to high-end brand Tianxin, as well as mass-market brands Lunaite, Aoben, GFT Rider, and Kuangshan Jiuhao, which is tailored for mining transportation [9] Merger Agreement - Embrace Change Acquisition Corp. and Tianji have entered into a definitive merger agreement, with the merger consideration set at $450 million, payable through newly-issued securities of the combined company valued at $10.00 per share [3] - The merger is expected to close on January 26, 2025, and upon completion, the combined entity will be renamed "Tianji Tire Global Group (Cayman) Limited" and will list its Class A ordinary shares on Nasdaq [1][6] Financial Aspects - Embrace Change has approximately $26 million in trust, which is anticipated to support the growth capital needs of the combined company and be used for general working capital purposes [4] - After the merger, Tianji shareholders are expected to retain a majority of the outstanding shares of the combined company and will designate a majority of the board of directors [4] Management and Governance - The management team of Tianji, led by CEO Hailong Cheng, will continue to operate the combined company post-merger [5] - The boards of directors of both companies have unanimously approved the proposed transaction, which is subject to shareholder approval and regulatory conditions [6]
Embrace Change Acquisition Corp. Announces Entering into a Definitive Merger Agreement with Tianji