Embrace Change Acquisition Corp. Files 8-K for Material Agreement

TL;DR

EMCGU filed an 8-K for a material agreement on 10/16, check it out.

AI Summary

Embrace Change Acquisition Corp. filed an 8-K on October 22, 2025, reporting a material definitive agreement entered into on October 16, 2025. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in the Cayman Islands and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant development for Embrace Change Acquisition Corp., likely related to a business combination or acquisition, which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — As a SPAC, the company's primary risk is failing to complete an acquisition within its timeframe, which could lead to dissolution.

Key Numbers

• 001-41397 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• Embrace Change Acquisition Corp. (company) — Registrant
• October 16, 2025 (date) — Date of earliest event reported
• October 22, 2025 (date) — Date of report
• Cayman Islands (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0 — ting of one Ordinary Share of par value $0.0001, one Warrant and one Right EMCGU
• $0.0001 — MCGU OTC Ordinary shares, par value $0.0001 per share, included as part of the Unit
• $5,000,001 — sing, the Purchaser shall have at least $5,000,001 in net tangible assets, (3) extended th

Filing Documents

• form8-k.htm (8-K) — 63KB
• ex2-1.htm (EX-2.1) — 34KB
• 0001493152-25-018918.txt ( ) — 322KB
• emcgu-20251016.xsd (EX-101.SCH) — 4KB
• emcgu-20251016_def.xml (EX-101.DEF) — 27KB
• emcgu-20251016_lab.xml (EX-101.LAB) — 37KB
• emcgu-20251016_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED 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 October 16, 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 N/A 00-0000000 (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 OTC Ordinary shares, par value $0.0001 per share, included as part of the Units EMCG OTC Warrants included as part of the Units EMCGW OTC Rights included as part of the Units EMCGR OTC 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. Amendment No. 1 to Merger Agreement As previously disclosed, 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 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. On October 16, 2025, EMCG entered into Amendment No. 1 to the Merger Agreement (the " Amendment ") with the other parties thereto. The Amendment (1) amended the definition of Merger Sub to reflect that it is a wholly owned subsidiary of Parent, (2) deleted a closing condition that as of the Closing, the Purchaser shall have at least $5,000,001 in net tangible assets, (3) extended the Outside Date (as defined in the Amendment) from August 12, 2025 to August 12, 2026, and (4) added Tianji's obligation to pay the balance of the extension payment and pay the expenses necessary to and appropriate to effect the transactions contemplated under the Merger Agreement. The summary above is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein. Unless otherwise defined herein, the capitalized terms used above are defined in the Merger Agreement. IMPORTANT NOTICES Forward-Looking This Current Report on Form 8-K contains certain statements that are not historical facts but are "forward-looking statements" for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending transactions described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the pr

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