Embrace Change Acquisition Corp. Files Q2 2025 10-Q

TL;DR

SPAC Embrace Change Acquisition Corp. filed its Q2 10-Q, showing no significant operational changes yet.

AI Summary

Embrace Change Acquisition Corp. filed its 10-Q for the period ending June 30, 2025. The company, incorporated in Delaware, operates in the Real Estate & Construction sector, specifically as a blank check company. Its principal executive offices are located at 5186 Carroll Canyon Rd, San Diego, CA 92121.

Why It Matters

This filing provides investors with the latest financial and operational updates for Embrace Change Acquisition Corp., a special purpose acquisition company (SPAC), crucial for understanding its progress towards a business combination.

Risk Assessment

Risk Level: medium — As a SPAC, Embrace Change Acquisition Corp. has no ongoing operations and its primary risk is failing to complete a business combination within its specified timeframe.

Key Numbers

• 20250630 — Reporting Period End Date (Indicates the end of the fiscal quarter covered by the report.)
• 20250819 — Filing Date (The date the 10-Q was officially submitted to the SEC.)

Key Players & Entities

• Embrace Change Acquisition Corp. (company) — Filer of the 10-Q
• 0001869601 (company) — Central Index Key for Embrace Change Acquisition Corp.
• 5186 Carroll Canyon Rd, San Diego, CA 92121 (location) — Business and mailing address
• 6770 (industry_code) — Standard Industrial Classification for Blank Checks

FAQ

Key Financial Figures

• $100,000 — the Company deposited five tranches of $100,000, for an aggregated of $500,000 into the
• $500,000 — nches of $100,000, for an aggregated of $500,000 into the Trust Account, extending the T
• $700,000 — nches of $100,000, for an aggregated of $700,000 into the Trust Account, extending the T
• $10.25 — e amounts in the Trust Account to below $10.25 per share, except as to any claims by a

Filing Documents

• form10-q.htm (10-Q) — 580KB
• ex31-1.htm (EX-31.1) — 18KB
• ex31-2.htm (EX-31.2) — 19KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• 0001641172-25-024827.txt ( ) — 3509KB
• emcg-20250630.xsd (EX-101.SCH) — 32KB
• emcg-20250630_cal.xml (EX-101.CAL) — 28KB
• emcg-20250630_def.xml (EX-101.DEF) — 152KB
• emcg-20250630_lab.xml (EX-101.LAB) — 232KB
• emcg-20250630_pre.xml (EX-101.PRE) — 193KB
• form10-q_htm.xml (XML) — 442KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 1

Financial Statements

Item 1. Financial Statements 1 Consolidated Balance Sheets of June 30, 2025 and December 31, 2024 (Unaudited) 1 Consolidated Statements of Operations for the three and six months ended June 30, 2025 and for the three and six months ended June 30, 2024 (Unaudited) 2 Consolidated Statements of Changes in Stockholders' Deficit for the three and six months ended June 30, 2025 and for the three and six months ended June 30, 2024 (Unaudited) 3 Consolidated (Unaudited) 4

Notes to Consolidated Financial Statements (Unaudited)

Notes to Consolidated Financial Statements (Unaudited) 5

Management's Discussion and Analysis of Financial Statements

Item 2. Management's Discussion and Analysis of Financial Statements 18

Quantitative and Qualitative Disclosure about Market Risks

Item 3. Quantitative and Qualitative Disclosure about Market Risks 23

Controls and Procedures

Item 4. Controls and Procedures 23

OTHER INFORMATION

PART II. OTHER INFORMATION 24

Legal Proceedings

Item 1. Legal Proceedings 24

Risk Factors

Item 1A. Risk Factors 24

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 24

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 24

Other Information

Item 5. Other Information 24

Exhibits

Item 6. Exhibits 25

Signatures

Signatures 26 i PART I. FINANCIAL INFORMATION Item 1. Financial Statements EMBRACE CHANGE ACQUISITION CORP. CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 2025 2024 ASSETS 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 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities 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 Commitments and Contingencies (Note 8) - - Ordinary shares subject to possible redemption, 2,224,131 shares issued and outstanding at redemption value of $ 12.04 and $ 11.73 per share as of June 30, 2025 and December 31, 2024, respectively 26,781,718 26,087,209 Stockholders' Deficit Ordinary Shares, par value $ 0.0001 ; 500,000,000 shares authorized; 2,295,893 (excluding 2,224,131 shares subject to redemption, respectively) issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 230 230 Accumulated deficit ( 6,706,920 ) ( 5,824,153 ) Total Stockholders' Deficit ( 6,706,690 ) ( 5,823,923 ) Total Liabilities and Stockholders' Deficit $ 26,824,687 $ 26,154,194 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 1 EMBRACE CHANGE ACQUISITION CORP. CONSOLIDATED (Unaudited) 2025 2024 2025 2024 For the three months ended June 30, For the six months ended June 30, 2025 2024 2025 2024 Formation and operating costs $ ( 374,642 ) $ ( 77,927 ) $ ( 730,50

Business

Business Combination Agreement On January 26, 2025, the Company entered into a merger agreement (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and between the Company, Purchaser, Merger Sub, and Tianji Tire Global (Cayman) Limited, a Cayman Islands exempted company ("Tianji"), pursuant to which (a) the Company will be merged with and into Purchaser (the "Reincorporation Merger"), with Purchaser surviving the Reincorporation Merger, and (b) Merger Sub will be merged with and into Tianji (the "Acquisition Merger"), with Tianji surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the "Business Combination"). Following the Business Combination, Purchaser will be a publicly traded company. Consideration At the effective time of the Acquisition Merger, each Tianji Class A ordinary share will be converted into the right to receive one Reincorporation Merger Surviving Corporation Class A ordinary share and each Tianji Class B ordinary share will be converted into the right to receive one Reincorporation Merger Surviving Corporation Class B ordinary share, as outlined in the Merger Agreement. Purchaser will issue an aggregate of 45,000,000 of its ordinary shares ("Purchaser Ordinary Shares") with a deemed price per share of US$ 10.00 , for a total value equal to the merger consideration, $ 450,000,000 (the "Merger Consideration Shares"), to the shareholders of Tianji (the "Tianji Shareholders") at the Business Combination closing (the "Closing"). Upon Closing, the Tianji Shareholders will no longer hold any rights in the Tianji ordinary shares they held prior to the Closing, and they will hold the right to receive their portion of the Merger Consideration Shares pursuant to the Merger Agreement. Issuance of Share Consideration In connection with the Acquisition Merger, fractional shares of the Purchaser Ordinary Shares that would otherwise be issued to the Tianj

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View this 10-Q filing on SEC EDGAR