Embrace Change Acquisition Corp. Signs Material Agreement

TL;DR

EMBRACE CHANGE ACQUISITION CORP. (ECX) just signed a material definitive agreement. Big news pending.

AI Summary

Embrace Change Acquisition Corp. entered into a material definitive agreement on January 26, 2025. The filing also includes information regarding Regulation FD disclosures and financial statements/exhibits. The company is a blank check company focused on real estate and construction.

Why It Matters

This filing indicates a significant development for Embrace Change Acquisition Corp., potentially signaling a step towards a business combination or acquisition. Investors should monitor for further details on the agreement's terms and implications.

Risk Assessment

Risk Level: medium — As a blank check company, Embrace Change Acquisition Corp. is inherently speculative, and the nature of the material definitive agreement is not yet fully disclosed, introducing uncertainty.

Key Numbers

• 0001869601 — Central Index Key (Unique identifier for Embrace Change Acquisition Corp.)
• 6770 — SIC Code (Indicates the company operates as a 'Blank Checks' entity.)

Key Players & Entities

• Embrace Change Acquisition Corp. (company) — Registrant
• 0001869601 (company) — Central Index Key
• 6770 (company) — Standard Industrial Classification (Blank Checks)
• 05 Real Estate & Construction (company) — Business Focus
• January 26, 2025 (date) — Date of earliest event reported
• January 27, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0 — ting of one Ordinary Share of par value $0.0001, one Warrant and one Right EMCGU
• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share, included as part of the Unit
• $10 — s ") with a deemed price per share of US$10.00, for a total value equal to the merg
• $450,000,000 — alue equal to the merger consideration, $450,000,000 (the " Merger Consideration Shares "),
• $5,000,001 — sing, the Purchaser shall have at least $5,000,001 in net tangible assets; and (ix) the CS

Filing Documents

• embracechangeacq_8k.htm (8-K) — 123KB
• embracechangeacq_ex2-1.htm (EX-2.1) — 592KB
• embracechangeacq_ex10-1.htm (EX-10.1) — 72KB
• embracechangeacq_ex10-2.htm (EX-10.2) — 82KB
• embracechangeacq_ex10-3.htm (EX-10.3) — 175KB
• embracechangeacq_ex10-4.htm (EX-10.4) — 51KB
• embracechangeacq_ex99-1.htm (EX-99.1) — 27KB
• 0001829126-25-000387.txt ( ) — 1546KB
• cik0001869601-20250126.xsd (EX-101.SCH) — 4KB
• cik0001869601-20250126_def.xml (EX-101.DEF) — 27KB
• cik0001869601-20250126_lab.xml (EX-101.LAB) — 38KB
• cik0001869601-20250126_pre.xml (EX-101.PRE) — 26KB
• embracechangeacq_8k_htm.xml (XML) — 8KB

From the Filing

U NITED S TATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 26, 2025 Date of Report (Date of earliest event reported) EMBRACE CHANGE ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41397 00-0000000 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 5186 Carroll Canyon Rd San Diego , CA 92121 92121 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (858) 688-4965 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act Soliciting material pursuant to Rule 14a-12 under the Exchange Act Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Units, each consisting of one Ordinary Share of par value $0.0001, one Warrant and one Right EMCGU The Nasdaq Stock Market LLC Ordinary shares, par value $0.0001 per share, included as part of the Units EMCG The Nasdaq Stock Market LLC Warrants included as part of the Units EMCGW The Nasdaq Stock Market LLC Rights included as part of the Units EMCGR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material definitive Agreement. The Merger Agreement On January 26, 2025, Embrace Change Acquisition Corp., a Cayman Islands exempted company (" EMCG " or " Parent "), entered into a merger agreement (as it may be amended, supplemented, or otherwise modified from time to time, the " Merger Agreement "), by and between EMCG, EMC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (" Purchaser "), EMC Merger Sub 2, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (" Merger Sub "), and Tianji Tire Global (Cayman) Limited, a Cayman Islands exempted company (" Tianji " or the " Company "), pursuant to which (a) EMCG 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 the Company (the " Acquisition Merger "), with the Company 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. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement. 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 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 Tianji Shareholders will be rounded down to the nearest whole share. Representations and Warranties In the Merger Agreement, the Company makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule

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View this 8-K filing on SEC EDGAR