Embrace Change
EMCGF · OTC
NO ACTION REQUIRED
There is no dated way to act
The last election on file was 11 August and nothing dated has been filed since, so we cannot show you a day to act by. That is an absence in our record, not a right that is gone.
Outer bound: the charter deadline, 12 August 2027 — a long-stop nobody can claim cash on.
Last close
13.3% below cash vs estimated NAV
Daily close · 7 Sept 2026
SpacBrain’s read
Floor not confirmed
The last redemption window closed with the 11 August election — it was held, and no new one has been filed since, so we cannot show you a date to act by.
Size is a real constraint here: $1.6M of cash in total across 2.3M public shares — about $26.1M at this price.
What we do have: the deadline we compute for it runs to 12 August 2027 — our arithmetic off the IPO date and the charter term, not a date any filing we hold states. That deadline is not itself a window you can redeem into. The full chain of evidence is under Evidence.
Change on the last daily close0.0% day
That is $1.63 below the $12.84 of cash held per share as last filed — though the right to claim that cash is not confirmed on file. Against our ESTIMATE of what the trust holds today — ~$12.93, the filed figure carried forward at the T-bill — the same price is 13.3% below the cash. That estimate is our arithmetic, not a filing.
In plain terms
- What it is
- A $73.9M SPAC from Wuren Fubao Inc., listed on OTC in August 2022. Each unit put $10.25 into the shareholders' cash account at listing; it holds $12.84 a share today — interest earned on the account, plus any payments the sponsor made to extend the deadline, spread over the shares that never cashed out.
- What it's doing now
- It agreed in January 2025 to merge with Tianji Tire Global (Cayman) Limited, a Tires company based in China. The deal values that business at about $450M. No date has been filed for the shareholder vote.
- What you should know
- About 69% of the shares sold at listing have already been cashed in, leaving 2.3M and $1.6M of cash. We have no filed date on which you could claim the cash back, so we cannot tell you a day to act by. That is a gap in the public record, not a statement that the right has gone.
At a glance
- Where it stands
- Deal announced · next: the shareholder vote, awaiting filing
- A deal has been announced. Before anyone can redeem, a merger proxy has to be filed — an S-4 or F-4 registration statement, or a preliminary proxy — the SEC has to clear it, and a meeting date has to be set. That meeting is where you redeem. No such date is on file with us, so there is none to show.
- Merging with
- Tianji Tire Global (Cayman) Limited is the Cayman holding company for a Chinese tire manufacturer - principally Henan Tianji Tyre Co., Ltd (established December 2020, registered capital CNY100M, No (China)
- Industry
- Consumer Discretionary — Tires / auto components
- Deal value
- $450M
- announced 26 January 2025
- Price vs cash floor
- $11.21 vs $12.84
- $1.63 below the last filed cash held for you; 13.3% below cash against our estimated ~$12.93
- Cash left in trust
- $1.6M
- across 2,327,025 public shares
- IPO
- 11 August 2022
- $74M raised · 102.5% of each $10 unit into trust
- Headquarters
- 5186 CARROLL CANYON RD, SAN DIEGO, CA, 92121
- registered in the Cayman Islands
- Lead underwriter
- EF Hutton LLC
- Key officers
- Zhou Mo (Director) · Wang Jingyu (Chief Executive Officer) · Delwarde Yoann (Chief Executive Officer)
- Listed securities
- EMCGF common · EMCGF common $11.21
As last filed, 9 July 2026.
source: DEF 14A acc 0001493152-26-034110
Modelled, not filed: $12.84 filed 9 July 2026, compounded 63 days at the 3.95% 3-month T-bill (treasury.gov daily par yield curve). No tax drag, extension deposits or dissolution costs are modelled.
- vs last filed NAV
- 12.7%below cash
- $12.84, DEF 14A as of Jul 9, 2026, acc 0001493152-26-034110
- vs estimated NAV today (our estimate)
- 13.3%below cash
- ~$12.93, accrued 63 days at 3.95%
Two denominators, one price. The filed figure is what a document says the trust held on its date; the estimate carries it forward at the T-bill for the days since, which is our arithmetic and not a filing.
A deal has been announced. Before anyone can redeem, a merger proxy has to be filed — an S-4 or F-4 registration statement, or a preliminary proxy — the SEC has to clear it, and a meeting date has to be set. That meeting is where you redeem. No such date is on file with us, so there is none to show. The charter deadline we hold is 12 August 2027 — a contractual long-stop, not a date you can claim cash on. What an outside date is →
Yield to redemption
No dated redemption window on file — no yield to compute.
We hold no redemption election for this SPAC. The only dated event on file is the charter deadline on Aug 12, 2027, which pays a holder nothing — so no yield can be measured to it. An unsourced date would make the yield look filed when it is not.
What is protecting this price
The reasoning behind the verdict above, in the order the filings establish it.
- The last redemption election on file — extension vote on 11 August — has passed, and no new one has been filed since. Holders who stayed through it keep the right to redeem at the next election; there simply is no next election on file, so this page cannot tell you a day to act by.
- Cash held in trust is $12.84 per share as last filed. That is the figure a redemption pays out at, plus whatever interest the trust earns between the filing and the window.
- The charter runs to a date no filing we hold states; from the IPO date and the charter term we estimate 12 August 2027. Whenever it falls, if no deal closes by then the trust is returned to holders — a floor of a different kind: it pays out, but you do not choose when, and this one you should read out of the prospectus yourself.
What has happened, and what is coming
15 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
3.9% of the public float took the cash
Show the earlier 12 milestones
- 11 August 2022IPOpassed
$74M raised into trust
19.5% of the public float took the cash
redemption rate not stated in the filing
13.9% of the public float took the cash
56.6% of the public float took the cash
- 26 January 2025Deal announcedpassed
Combination with Tianji Tire Global (Cayman) Limited
redemption rate not stated in the filing
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- Tianji Tire Global (Cayman) Limited$450M · announced 26 January 2025announcedTire manufacturingSEC primary
What Tianji Tire Global (Cayman) Limited does — read from tianjityre.com on 14 August 2026
Henan Tianji Tyre Co., Ltd: established Dec-2020, CNY100M registered capital, annual capacity 1.2M all-steel radial truck tires + 10M passenger car tires, CCC/ISO-TS16949/DOT/ECE certified, 'key backbone enterprise in Henan Province'; Zhejiang Tiantie Industry (300587.SZ) became a shareholder bringing industry talent and technology; tube-type, tubeless and anti-explosive TBR ranges.
No. 2009 Fazhan Avenue, Boai County, Jiaozuo City, Henan Province, ChinaTruck & bus radial tires (TBR); passenger car tires (PCR); mining tiresDeal structureSEC-primary — BCA 8-K / S-4 / DEFM14A$450Mvs$542M+21% dilutionEffective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Min-cash condition
- $5M
- Sponsor promote
- 20%
- Exchange ratio
Each Tianji Class A ordinary share converts into one Reincorporation-Merger-Surviving-Corporation Class A ordinary share and each Tianji Class B ordinary share into one such Class B ordinary share; aggregate consideration fixed at 45,000,000 Purchaser ordinary shares at a deemed $10.00 per share ($450M). Fractional shares rounded down.more ▾less ▴
Minimum cash: a net tangible assets floor of $5M — a balance-sheet test, not a cash condition, and not a redemption threshold.Outside date: 12 August 2025 — the contractual long-stop for closing. It is not a redemption deadline and confers no right to cash.Lock-up:The term “ Lock-up Period ” means the shorter period of (i) six (6) months after the Closing Date and (ii) the date following the Closing Date on which Reincorporation Merger Surviving Corporation completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Reincorporation Merger Surviving Corporation’s stockholders having the right to exchange their Reincorporation Merger Surviving Corporation Ordinary Shares for cash, securities or other propertymore ▾less ▴
Who has already taken their money back
6 filed eventsEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
56.62%
of the public float walked at a single vote
Shares redeemed, all events
8.91M
≈100% of the earliest known float
Every figure below is stated in the linked filing; nothing here is estimated.
- Aug 11, 2026Extension3.93%float 2.42M → 2.33M−0.095M0001493152-26-037260
Meeting August 11, 2026 (calendar vote 2026-08-10). Per-share amount not stated in the 8-K. sharesBefore = redeemed + remaining.
- Aug 12, 2024Extension56.62%float 5.13M → 2.22M−2.90M0001641172-25-024827
Per-share amount not stated in the 10-Q passage. sharesBefore = redeemed + remaining.
Show the other 4 cash-out events
- Aug 11, 2025Extensionno rate statedredeemed 2.10M sh0001641172-25-022993
- Oct 20, 2023Extension13.86%
Annual General Meeting October 20, 2023 (calendar vote 2023-10-19). Aggregate $8,911,074. sharesBefore = 5,951,964 public shares outstanding after the Aug 2023 redemption (same 10-Q).
- Aug 18, 2023Extensionno rate statedredeemed 1.55M sh0001193125-23-215533
- Aug 7, 2023Extension19.49%
August 7, 2023 extension redemption per 10-Q. Aggregate $15,385,924. sharesBefore = redeemed + remaining.
The score
deterministic, from filed fieldsOne number for the shape of the bet: how much upside you are getting per unit of downside. It is arithmetic over filed fields, not a rating and not advice — and it is the same number this SPAC carries on the leaderboard, the screener and the deal list, because all four read one engine.
12.7% below the last filed trust, floor not confirmed — the last election has passed with nothing dated ahead — but a real discount on a position too small to act on — $1.60M total trust · 2,327,025 public shares in the whole vehicle
The blend is trust discount (40 points), deal stage (30), sponsor track record (18) and time to catalyst (12). Every input is a real sourced field; where one is missing, confidence drops rather than a number being invented.
The company
from SEC filingsRead the full profile
Embrace Change Acquisition Corp. is a Cayman Islands exempted blank check company incorporated on March 3, 2021, and headquartered in San Diego, California, formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses. While the company's efforts to identify a prospective target are not limited to a particular industry or geographic region, it intends to prioritize targets in the technology, internet, and consumer sectors, seeking companies with established brands, stable cash flow, and readiness to access capital markets. The company has explicitly excluded entities based in or principally operating in the People's Republic of China (including Hong Kong and Macau) from its target search due to regulatory uncertainties, despite many of its officers and directors having significant business ties to China.
The company completed its initial public offering on August 11, 2022, raising $65,000,000 through the sale of 6,500,000 units at $10.00 per unit, with EF Hutton, division of Benchmark Investments, LLC, serving as sole book-running manager and Tiger Brokers as co-manager. Units were listed on the Nasdaq Global Market under the symbol EMCGU, with separate trading expected under EMCG for ordinary shares, EMCGW for warrants, and EMCGR for rights. Each unit consisted of one ordinary share, one warrant exercisable at $11.50 per share, and one right entitling the holder to receive one-eighth of one ordinary share upon consummation of an initial business combination. Upon closing, $10.25 per unit was deposited into a trust account with Continental Stock Transfer Trust Company, and the sponsor, Wuren Fubao Inc., purchased 342,500 private units at $10.00 per unit in a concurrent private placement for $3,425,000.
The company's management team is led by Chief Executive Officer Yoann Delwarde, co-founder and CEO of Infinity Growth, and Chief Financial Officer Zheng Yuan, formerly Vice President of the International Banking Department of Bank of Beijing Corporation. Independent directors include Gregory de Richemont, Hang Zhou, and Gary Xiao. The company had 12 months from the closing of the offering to consummate an initial business combination, extendable to up to 18 months. As of the latest available filings, no completed business combination has been confirmed, and the common stock trades on the OTC market under the ticker EMCG.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
This filing provides a critical update for redemption tracking. The per-share trust value must be recalculated given the share count changed from the prior count to 2,327,025 shares after 95,256 shares were redeemed. The trust value per share is stated as $12.84. The extension pushes the deadline 12 months out to August 12, 2027, eliminating any immediate liquidation risk. The redemption of shares signals shareholder skepticism, but the extension provides the SPAC a full extra year to find and close a deal. The articles of association were also restated, notably maintaining a prohibition on a business combination with a target having primary operations in the People's Republic of China (including Hong Kong and Macau).
Repeated omission of required periodic reports creates immediate exchange listing standard violations and elevates the risk of trading suspension under Rule 15c2-11. For a SPAC with declared deal status, sustained reporting lapses strip shareholders of verified trust balance data, block assessment of sponsor fiduciary conduct, and impair the ability to evaluate whether to redeem or vote on extension amendments before the August 12, 2027 business combination deadline expires. Investor decision-making remains structurally delayed until the outstanding 10-K and 10-Q are filed.
This filing is material for investors tracking deadlines, sponsor conduct, and trust value. The SPAC is at risk of liquidation if the extension is not approved, as its current deadline is August 12, 2026. The trust has approximately $1.6 million with a per-share value of ~$12.84, significantly above the OTC trading price of $11.21. The Sponsor, holding ~91.7% voting power, intends to vote in favor. However, the disclosure of systematic late payments and a current $40,000 shortfall raises serious concerns about sponsor conduct and the viability of the proposed extension. The filing also notes an existing merger agreement with Tianji Tire Global, which is providing funding for extension payments.
The extension vote provides a redemption opportunity for public shareholders at a trust value of approximately $12.84 per share (given in the prompt; filing redacts exact figures). The sponsor controls 91.7% of outstanding shares, making approval nearly certain. The detailed history of delinquent deposits (over $1M in missed payments) and the $40,000 current shortfall highlight sponsor conduct risk and potential litigation. The merger agreement with Tianji indicates progress toward a deal, but the business combination is not being voted on at this meeting.
Sequential late filings for both an annual and interim period create a transparency gap during a critical shareholder decision window for a merger-stage SPAC. The registrant attributes the delay exclusively to internal data verification and management review bottlenecks, expressly declining to disclose litigation exposure, customer concentration, revenue trends, technology dependencies, strategic partnership updates, or executive turnover. Without the overdue 10-Q and FY2025 10-K, investors cannot independently model post-merger pro forma leverage, working capital runway, or sponsor forfeiture triggers against their redemption calculus. Continued reporting lapses elevate SEC examination risk and Nasdaq compliance scrutiny until the missed documents are furnished, directly impacting the clarity and timing of upcoming tender and vote instructions.
The submission shifts near-term investor focus from deal execution metrics to accounting close procedures. The Company attributes the delay solely to the time needed to “compile and verify the data required to be included in the Form 10-K” and to secure management review, explicitly stating there is “No” anticipated significant change in results of operations compared to the prior fiscal year. Because no litigation, partnership restructuring, customer concentration issues, or technology pivots are disclosed, the document functions as a compliance administrative marker rather than a strategic pivot. However, pending the actual 10-K release, capital account reconciliation, auditor sign-offs, and any merger agreement representations tied to audited financials remain formally suspended, meaning investors tracking the sponsor’s delivery cadence should treat the March 31, 2026 filing as a procedural clock-tick rather than a fundamental re-pricing of redemption economics or deal probability.
Show 24 more material filings
The orderly transfer of executive authority to a tenured insider (Ms. Yuan has served as director and CFO since March 2021) stabilizes governance during the ongoing merger process and mitigates reputational or operational disruption risk for shareholders. The explicit non-disagreement assertion limits speculation over hidden financial or strategic conflicts that typically trigger shareholder redemption activity. Investors should monitor subsequent filings to confirm whether a permanent standalone CFO or operating lead will be installed to support the dual-title CEO, alongside any updates on target acquisition milestones, partnership negotiations, or trust deployment strategies.
The trust value per share is now centered on $12.51, far above the IPO trust of $10.25. The bulk of the public float has been redeemed, meaning the remaining public shareholders (126,388 shares) have an outsized say in any vote. The deal with Tianji is still on, but the outside date was extended to August 2026, and Tianji is now contractually obligated to fund extension payments. The Nasdaq delisting means the trading venue is OTC, affecting liquidity. The sponsor and target continue to inject debt (due to third party ballooned to $1.95 million). The company admits it may not be able to continue as a going concern if the combination fails.
The confirmed failure to file within both the original and extended 12b-25 deadlines elevates near-term regulatory reporting risk and impedes shareholder oversight of trust fund stewardship, expenditure tracking, and merger progress ahead of the August 12, 2027 redemption deadline. The explicit acknowledgment of diminished trust cash balances alongside rising quarterly expenses signals potential liquidity drawdowns that could erode the per-share redemption floor and constrain capital available to sustain operations through an extension vote, although CFO Zheng Yuan attributes these outcomes to management’s current expectations pending auditor finalization. No new business combination target, warrant pricing, or sponsorship governance amendments are contained in this submission.
The one-year extension preserves the trust fund longer while shifting execution pressure to the target company, which now bears direct cash outflows for delays and transaction costs. Dropping the $5,000,001 net tangible asset condition removes a potential financing bottleneck at closing. EMCG and the Company state in the filing’s forward-looking statements that they expect synergies, revenue opportunities, and successful integration, but they explicitly attribute those outcomes to variable factors including regulatory approval timelines, dealer and product user retention, management time diversion, and financing risks. The filing contains no audited financials, customer lists, or revenue data for Tianji, nor does it update the per-share trust value; accordingly, the externally noted $12.84 trust/share and 2027-08-12 deadline remain unchanged by this submission.
These mechanical adjustments directly impact the SPAC redemption timeline and capital structure. The twelve-month extension defers shareholder votes and potential trust liquidation until August 2026, aligning with the extended deadline tracked. Eliminating the $5,000,001 net tangible asset condition lowers the structural threshold for closing, potentially preserving deal momentum despite market volatility, while simultaneously shifting the financial burden of the extension squarely onto Tianji, which must now fund $275,000 in extension fees and related expenses before closing. Regarding non-mechanical substance, the filing contains only standardized forward-looking language regarding 'anticipated initial enterprise value,' 'post-closing equity value,' 'integration plans,' 'expected synergies,' and 'revenue opportunities.' EMCG and the Company explicitly attribute these projections to their own current perspectives, warn they are illustrative and not guarantees, and disclose they may change based on economic, regulatory, or operational factors. No historical financial data, customer lists, market size estimates, technology roadmaps, partnership details, litigation status, or executive compensation figures are provided. Par values are stated uniformly as $0.0001. CEO and Director Jingyu Wang signed on behalf of EMCG, and Director Lingzhen Fan signed for the Company.
The mandated removal signals a breakdown in exchange compliance standards during the active pre-combination phase, which frequently triggers timeline extensions, amended merger voting schedules, or sponsor capital infusions to cure listing deficiencies. Public reporting visibility and orderly price discovery cease once listed status is terminated. The document contains no substantive operational claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it is purely an administrative compliance ruling. All statements and determinations are attributed exclusively to The Nasdaq Stock Market, LLC and Nasdaq Staff.
The extended deadline gives the Tianji merger more time, but the delisting and massive redemptions signal severe distress. The trust per-share value of $12.04 provides a potential premium for remaining public shareholders if a deal closes, but the company's going concern qualification, near-zero cash balance, and dependence on Tianji for working capital create high uncertainty. The stock is being delisted from Nasdaq, making it harder to trade and potentially affecting the deal structure.
The confirmed breach of the August 9, 2025 combination deadline directly impacts the redemption calendar and trust fund mechanics, as SPAC charters typically trigger automatic liquidation or require shareholder approvals to extend operations once the initial business combination period expires. Management's stated intention to continue pursuing a transaction while quoted on the OTC market signals elevated execution risk and likely necessitates additional capital raises or structural amendments before any merger can close. The explicit disclaimer that brokers are not obligated to provide market-making services indicates severe liquidity deterioration for existing shareholders. Tracking investors should anticipate imminent dissolution filings or proxy materials governing trust distributions, as this notice confirms the operational deadline has passed without a completed acquisition. No information was provided regarding sponsor conduct, lock-up arrangements, or forward-looking revenue projections.
For investors tracking the August 12, 2027, business combination deadline and the reported $12.84 trust value per ordinary share, this notice temporarily suspends access to refreshed financial disclosures that normally feed redemption valuation models and sponsor-execution scoring. Chief Financial Officer Zheng Yuan attributed the reporting lag to the difficulty of finalizing financial results without unreasonable effort or expense, and management explicitly stated there is no anticipated significant change in results of operations from the corresponding period of the prior fiscal year. Because the filing introduces no new customer contracts, revenue figures, market-size estimates, technology roadmaps, partnership announcements, or litigation developments beyond the standard forward-looking statement disclaimer written by the company's management, the primary impact remains mechanical: shareholders must wait until the delayed 10-Q publication to reassess working-capital sufficiency, redemption thresholds, or any contractually linked milestone triggers. The sponsor’s execution pace and compliance posture remain untested until the supplemental filing drops.
The extension removes the immediate deadline pressure but the massive redemption (over 46% of shares) significantly reduces the trust capital available for a future deal, potentially making it harder to find a target and increasing per-share dilution for remaining holders. The waiver of monthly deposits into the trust by the sponsor indicates sponsor commitment without additional cost. The remaining public float is now smaller, which may affect the company's ability to meet listing requirements or complete a business combination.
Failure to approve will force liquidation with a redemption of ~$12.08 per share. Approval allows the SPAC to continue pursuing the Tianji Tire deal, but with a lower trust value, high redemption risk, and an impending Nasdaq delisting. Redemption deadline is August 7, 2025. Sponsor's missed payments signal financial strain. Investors face a critical decision between redeeming now or holding through a risky extension.
This is a distressed SPAC that is already in default on its extension payments and is racing to get a merger done before liquidation. The extension vote provides a redemption right at trust value (~$12.84/share) but if approved, the stock will be delisted from Nasdaq, likely making it illiquid and potentially a penny stock. The sponsor's 1.8 million founder shares (bought for $25,000) become worthless if the deal fails. Public shareholders need to decide whether to redeem now at trust value or hold into a delisted entity.
The filing updates the trust account per-share redemption value ($11.85), the deadline (August 12, 2025), and the risk of liquidation if extension payments are not made. It also shows ongoing financial support from the target (Tianji) and related parties, and reveals the company's cash burn and liquidity challenges.
Investors tracking redemption calendars and trust preservation must wait until the delayed 10-Q actually publishes to verify quarterly operating costs, interest income, and cash positions relative to the path toward the stated termination date. Administrative latency temporarily extends information asymmetry regarding whether SPAC overhead is drawing down capital at a rate that threatens funding for the announced acquisition. The document contains no assertions about customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel changes. Every explanatory claim rests solely with the registrant's management; all dates and identifiers referenced originate directly in the text. The material effect is procedural rather than economic: it determines when reviewed financials reenter the public record and signals that internal financial reconciliation required more time than planned, though no adverse performance narrative is attached.
For investors evaluating redemption timing and deal viability: trust value per share has declined to $11.73 due to redemptions and interest; the business combination deadline is August 12, 2025, with extensions requiring ongoing cash. The Tianji merger, if completed, would value the combined company at $450 million. The sponsor and CFO have provided convertible loans; Tianji has also lent $775,000. The company’s ability to continue as a going concern depends on completing a business combination. The filing confirms no operations or revenue; significant redemptions have reduced trust assets.
The deal provides a path to public listing for Tianji, a Chinese tire manufacturer with operations in mainland China. However, the trust per share fundamentally exceeds the deal's implied $10 per share value, creating a strong incentive for public shareholders to redeem rather than roll over. With trust assets of approximately $26 million and 4,520,024 shares outstanding, the implied trust value per share is under $6, far below the stated $12.84 per share from the user status (though that figure may include warrant/unit value). The CSRC regulatory condition adds execution risk. The outside date is only about 7 months away (August 12, 2025). The sponsor's support and lock-up provide some deal certainty. This filing is crucial for understanding the terms and risks for shareholders deciding whether to redeem.
This filing establishes the binding terms for the de-SPAC transaction, providing investors with concrete mechanics: trust value per share ($12.84 as of the filing? Actually trust reported as ~$26M, but the filing says trust at least $26,151,000; shares outstanding not given, but trust per share would be updated later). The deal valuation ($450M enterprise value) and structure (all stock consideration) define the economics. The outside date of August 2025 sets a deadline for redemptions and deal completion. The sponsor support agreement ensures insider votes in favor, but also restricts transfers. The CSRC condition introduces China regulatory risk. For redemption-trackers, the trust amount and potential dilution from 45M new shares are critical. The filing also includes typical representations and warranties, conduct covenants, and termination provisions.
For investors tracking redemption mechanics and sponsor behavior, this 13G confirms a major foreign financial institution maintains a >5% stake while formally disclaiming any intent to exert control, which reduces near-term activist or proxy solicitation risk against the sponsor. The disclosed holdings affect public float calculations critical to meeting merger listing standards, though they do not alter the existing trust value or contractual termination deadline. Investors should monitor subsequent filings for any shift toward shared voting/dispositive power or group coordination, which would trigger Schedule 1D obligations and potentially alter the dynamic surrounding the pending business combination window.
The filing confirms the SPAC's extended deadline and the large redemption that reduced the trust and shares outstanding. The LOI with a third-party lender signals a potential business combination target is being pursued. The higher per-share trust value ($11.59) provides a floor for redemptions. The going-concern warning and Nasdaq monitor status are risk factors. Investors should track extension payments and any definitive agreement announcement.
The filing shows the SPAC is still searching for a target, faces significant redemption pressure (over half of public shares redeemed), and is at risk of Nasdaq delisting. The trust value per share is $11.32, below the user-provided $12.84, and the extended deadline is August 2025, not 2027. The going concern uncertainty and reliance on third-party loans highlight financial fragility. Investors should assess the company's ability to complete a deal and maintain its listing.
A formal delisting determination represents a material escalation in listing standards compliance and directly impacts the tradability of EMCG, EMCGU, EMCGW, and EMCGR. Failure to meet the September 30, 2024 compliance target could trigger mandatory suspension procedures, restricting shareholder liquidity and potentially activating exchange-related termination or redemption provisions embedded in the pending business combination framework. Furthermore, the belated quarterly filing and reliance on a press release to communicate the deficiency underscore administrative execution gaps that sponsors routinely manage during extended SPAC formation periods; investors tracking deal momentum and corporate governance should monitor whether reporting remediation coincides with finalizing merger documentation.
The filing extends the SPAC's deadline by up to 12 months to August 12, 2025, but at a substantial per-share extension cost of $75,000 per outstanding public share (an unusual and large amount relative to the trust value of $12.84 per share). The massive redemptions of approximately 2.9 million shares (roughly 39% of shares) significantly reduce the trust capital available for a business combination. These changes directly affect redemption mechanics, trust value, and the sponsor's extension obligations.
For investors tracking redemption deadlines, trust value maintenance, extension feasibility, and sponsor conduct, the delayed quarterly report postpones transparent disclosure of operating expenses, cash burn, and trust fund consumption relative to the merger timeline. The filing contains no updated claims about customers, revenue, market size, strategy, technology, partnerships, or litigation. Management, specifically Chief Financial Officer Zheng Yuan signing on August 15, 2024, states it does not anticipate any significant change in results of operations reflected in the subject report and verifies that all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 and Section 30 of the Investment Company Act of 1940 were filed on time during the preceding period. The lack of updated financial transparency heightens execution and compliance scrutiny that warrants active monitoring ahead of any formal extension vote or redemption exercise.
The revised extension framework materially alters the liquidity and capital structure dynamics preceding the redemption deadline. By removing the statutory right to withhold dissolution costs from the Trust Account and replacing them with direct Sponsor payments, the filing aims to preserve higher per-share trust balances for holders exercising redemption rights. The shift to a per-share Sponsor loan model ties extension viability directly to remaining public float, while the loan's forgiveness condition (if no Business Combination occurs) and repayment terms ('at a price of $10 per unit at the option of the Sponsor') introduce clear post-deal equity or cash liability scenarios. Management states that adopting these terms would 'significantly reduce' the operational drag of extensions and lengthen the viable Combination Period by six additional months. Because the document contains no information regarding target companies, pipeline valuations, customer metrics, or strategic partnerships, its substantive significance rests entirely on how the amended sponsorship-backed extension mechanics, zero-interest debt provisions, and revised liquidation floor may drive shareholder voting behavior and trailing trust valuation.
Showing the 30 most recent of 102 filings flagged material — the full feed is in Filings below.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Current Report on Form 8-K filed by Embrace Change Acquisition Corp. (EMCGF) announcing shareholder approval of an extension of the deadline to complete a business combination and the corresponding amendment to the trust agreement. The deadline to complete a business combination was extended from August 12, 2026 to August 12, 2027. This was approved via a special resolution (extension amendment) and an ordinary resolution (trust agreement amendment) at an extraordinary general meeting on August 11, 2026. In connection with the vote, 95,256 ordinary shares were tendered for redemption, leaving 2,327,025 ordinary shares outstanding. The company did not deposit additional funds; the extension was granted without a required deposit. Why it matters: This filing provides a critical update for redemption tracking. The per-share trust value must be recalculated given the share count changed from the prior count to 2,327,025 shares after 95,256 shares were redeemed. The trust value per share is stated as $12.84. The extension pushes the deadline 12 months out to August 12, 2027, eliminating any immediate liquidation risk. The redemption of shares signals shareholder skepticism, but the extension provides the SPAC a full extra year to find and close a deal. The articles of association were also restated, notably maintaining a prohibition on a business combination with a target having primary operations in the People's Republic of China (including Hong Kong and Macau).
What changed: Form 12b-25 Notification of Late Filing requesting SEC relief to submit the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2026. This document is a Form 12b-25 Notification of Late Filing. Mechanics: The registrant acknowledges it missed the statutory deadline for its Form 10-Q for the quarter ended June 30, 2026, and discloses it also failed to file its annual report on Form 10-K for the fiscal year ended December 31, 2025 and its quarterly report on Form 10-Q for the quarter ended March 31, 2026. CEO and CFO Zheng Yuan states the delay occurred because the company was 'unable to finalize its financial results without unreasonable expense or effort' and required additional time to compile and verify data. Neither the redemption deadline (August 12, 2027) nor the reported trust value ($12.84 per share) is altered by this filing. Other substance: The document contains zero operational, commercial, or transactional disclosures. It makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel shifts. All remaining content consists of the lateness justification, SEC file number 001-41397, CUSIP identifiers G3034H 133, G3034H 109, and G3034H 141, principal office address 5186 Carroll Canyon Rd, San Diego, CA 92121, contact telephone number +1 (858) 688-4965, and standard forward-looking statement boilerplate attributed to the Company’s management. Why it matters: Repeated omission of required periodic reports creates immediate exchange listing standard violations and elevates the risk of trading suspension under Rule 15c2-11. For a SPAC with declared deal status, sustained reporting lapses strip shareholders of verified trust balance data, block assessment of sponsor fiduciary conduct, and impair the ability to evaluate whether to redeem or vote on extension amendments before the August 12, 2027 business combination deadline expires. Investor decision-making remains structurally delayed until the outstanding 10-K and 10-Q are filed.
What changed: Definitive Proxy Statement (DEF 14A) for an extraordinary general meeting of Embrace Change Acquisition Corp. shareholders, filed with the SEC on July 21, 2026. Embrace Change is seeking shareholder approval to amend its charter and trust agreement to extend the deadline to complete a business combination from August 12, 2026, to August 12, 2027. The filing details the three proposals: (1) an amendment to the Articles of Association to extend the Combination Period; (2) an amendment to the Trust Agreement to effect the same extension; and (3) an adjournment proposal. Importantly, the filing also discloses that Embrace Change has repeatedly missed extension payments to the Trust Account, currently owing $40,000, and that these past violations could be the basis for shareholder lawsuits. Why it matters: This filing is material for investors tracking deadlines, sponsor conduct, and trust value. The SPAC is at risk of liquidation if the extension is not approved, as its current deadline is August 12, 2026. The trust has approximately $1.6 million with a per-share value of ~$12.84, significantly above the OTC trading price of $11.21. The Sponsor, holding ~91.7% voting power, intends to vote in favor. However, the disclosure of systematic late payments and a current $40,000 shortfall raises serious concerns about sponsor conduct and the viability of the proposed extension. The filing also notes an existing merger agreement with Tianji Tire Global, which is providing funding for extension payments.
What changed vs 2025-07-28deadline 2026-08-12 → 2027-08-12combination deadline, outside date1 moved · 1 with no prior record of ours
- Combination deadline
- 2026-08-122027-08-12
- Outside date
- 2026-08-12 · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“as the Company extended the time to complete the Business Combination to August 12, 2027 (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter”…
The clause …“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 in the Merger Agreement to August 12, 2026, and (4) added Tianji’s obligation to pay the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy statement (PRE 14A) filed by Embrace Change Acquisition Corp. for an extraordinary general meeting of shareholders to consider and vote on proposals to extend the deadline for completing an initial business combination. The company seeks shareholder approval to (i) amend its articles of association to extend the combination period from August 12, 2026 to August 12, 2027, and (ii) amend the corresponding trust agreement to align the termination date, both without requiring additional deposits into the trust account. The filing also discloses a prior merger agreement with Tianji Tire Global (Cayman) Limited, multiple past late extension payments to the trust account, and an outstanding arrear of $40,000. Why it matters: The extension vote provides a redemption opportunity for public shareholders at a trust value of approximately $12.84 per share (given in the prompt; filing redacts exact figures). The sponsor controls 91.7% of outstanding shares, making approval nearly certain. The detailed history of delinquent deposits (over $1M in missed payments) and the $40,000 current shortfall highlight sponsor conduct risk and potential litigation. The merger agreement with Tianji indicates progress toward a deal, but the business combination is not being voted on at this meeting.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2026-08-12 · unchanged
The clause …“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 in the Merger Agreement to August 12, 2026, and (4) added Tianji’s obligation to pay the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 12b-25 Notification of Late Filing seeking SEC relief for the delayed submission of the Form 10-Q for the period ended March 31, 2026. The registrant’s management states that the quarterly financial results could not be finalized and independently reviewed on schedule because the company lacked sufficient time to compile and verify required data without unreasonable effort or expense. The filing discloses under Part IV that Embrace Change Acquisition Corp. has not yet filed its Form 10-K for the fiscal year ended December 31, 2025. Signed on May 27, 2026, by Chief Executive Officer and Chief Financial Officer Zheng Yuan, the notice commits to delivering the pending quarterly report within five calendar days of its original due date. The document contains no updates, amendments, or waivers regarding the announced target timeline, redemption mechanics, trust account distribution procedures, extension elections, or sponsor pledge modifications. Why it matters: Sequential late filings for both an annual and interim period create a transparency gap during a critical shareholder decision window for a merger-stage SPAC. The registrant attributes the delay exclusively to internal data verification and management review bottlenecks, expressly declining to disclose litigation exposure, customer concentration, revenue trends, technology dependencies, strategic partnership updates, or executive turnover. Without the overdue 10-Q and FY2025 10-K, investors cannot independently model post-merger pro forma leverage, working capital runway, or sponsor forfeiture triggers against their redemption calculus. Continued reporting lapses elevate SEC examination risk and Nasdaq compliance scrutiny until the missed documents are furnished, directly impacting the clarity and timing of upcoming tender and vote instructions.
Show the other 10 filings
What changed: A SEC Form 12b-25 Notification of Late Filing submitted by Embrace Change Acquisition Corp. declaring that its Annual Report on Form 10-K for the period ended December 31, 2025, would miss the prescribed filing deadline. The registrant reports that it “was unable to finalize its financial results without unreasonable expense or effort,” causing a failure to complete the required Form 10-K review and data verification before the due date. Regarding SPAC mechanics, the filing neither announces a change to the redemption deadline of 2027-08-12, alters the reported trust value of $12.84 per share, declares a trust extension, nor provides updated progress on the announced business combination. Chief Executive Officer and Chief Financial Officer Zheng Yuan signs the notification, certifies that every other periodic report required under Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months was filed on time, and confirms the company expects to submit the 10-K within the statutory fifteen-calendar-day extension window. Why it matters: The submission shifts near-term investor focus from deal execution metrics to accounting close procedures. The Company attributes the delay solely to the time needed to “compile and verify the data required to be included in the Form 10-K” and to secure management review, explicitly stating there is “No” anticipated significant change in results of operations compared to the prior fiscal year. Because no litigation, partnership restructuring, customer concentration issues, or technology pivots are disclosed, the document functions as a compliance administrative marker rather than a strategic pivot. However, pending the actual 10-K release, capital account reconciliation, auditor sign-offs, and any merger agreement representations tied to audited financials remain formally suspended, meaning investors tracking the sponsor’s delivery cadence should treat the March 31, 2026 filing as a procedural clock-tick rather than a fundamental re-pricing of redemption economics or deal probability.
What changed: a routine compliance exhibit — Schedule 13G/A amended beneficial ownership report. The excerpt identifies Polar Asset Management Partners Inc. as the filer. The document text contains no stated alterations to reported share counts, beneficial ownership percentages, acquisition or disposition dates, or transaction purposes. Why it matters: While such amendments generally monitor institutional stake thresholds, this specific filing excerpt provides no data impacting the 2027-08-12 redemption deadline, trust-per-share accounting, extension voting triggers, target acquisition progress, or sponsor governance. The filing also contains no claims regarding customer contracts, revenue figures, market sizing, corporate strategy, technology assets, partnership arrangements, legal disputes, or leadership transitions.
What changed: Schedule 13G/A — an amended beneficial ownership report filed by Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. The excerpt identifies the reporting entities but omits all numerical disclosures, including share quantities, percentage ownership thresholds, acquisition or disposition dates, and purpose-of-transaction statements. As a routine regulatory update, the filing introduces no new contractual language, redemption triggers, or sponsor directives. Why it matters: This filing does not alter the tracked SPAC parameters: the trust value remains at $12.84 per share as documented, the redemption deadline remains 2027-08-12, and the deal status continues as DEAL_ANNOUNCED. Because the excerpt lacks ownership percentages and trading history, it offers no signal regarding shareholder redemption behavior, likelihood of a trust extension, or sponsor capital commitment. The text contains no claims or projections regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; accordingly, no assertions can be attributed to any executive, sponsor member, or industry source.
What changed: An 8-K current report (Item 5.02) formally notifying the market of the resignation of Chief Executive Officer Jingyu Wang and the appointment of Chief Financial Officer Zheng Yuan as Chief Executive Officer. Per the registrant’s disclosure, Jingyu Wang submitted his resignation on December 25, 2025, effective upon board approval, which occurred on December 26, 2025. The company attributes the departure to no disagreements concerning operations or policy. CFO Zheng Yuan now holds both the CFO and CEO titles. Nothing alters the SPAC’s redemption schedule, trust balance, extension provisions, or business combination status. Personnel disclosures note Mr. Wang’s tenure as an IPO advisor starting in September 2021, his board/secretary role at Hangzhou Tangji Medical Technology overseeing capital markets since October 2024, and prior public disclosures coordination at 36Kr Holdings Inc. between June 2015 and September 2021. Ms. Yuan’s background includes acting CFO and Administrative Director at Ningbo Super fan Culture Media Co., Ltd. from June 2017 to August 2021, Vice President of International Banking at Bank of Beijing Co., Ltd. from October 2010 to March 2016, and concurrent weekend Mandarin teaching at San Diego Huaxia Chinese School since July 2024. Why it matters: The orderly transfer of executive authority to a tenured insider (Ms. Yuan has served as director and CFO since March 2021) stabilizes governance during the ongoing merger process and mitigates reputational or operational disruption risk for shareholders. The explicit non-disagreement assertion limits speculation over hidden financial or strategic conflicts that typically trigger shareholder redemption activity. Investors should monitor subsequent filings to confirm whether a permanent standalone CFO or operating lead will be installed to support the dual-title CEO, alongside any updates on target acquisition milestones, partnership negotiations, or trust deployment strategies.
What changed: Quarterly Report on Form 10-Q for the period ended September 30, 2025. Embrace Change Acquisition Corp. is a SPAC in the process of completing its business combination with Tianji Tire Global (Cayman) Limited. This 10-Q is the SPAC's first periodic report filed in many quarters. It confirms the extension of the combination deadline to August 12, 2026, and records a massive redemption of 2,097,743 shares in August 2025 (paid on December 4, 2025), which left only 126,388 public shares outstanding as of September 30. The trust held $27.5 million but the per-share redemption value as of December 2 was approximately $12.51. The number of outstanding shares fell to 126,388, and a liability of $26.3 million for redeemed but unpaid shares was recorded. The company was delisted from Nasdaq on August 21, 2025. It holds $5,431 of cash and has a working capital deficit of $30.7 million. The going concern warning was renewed. Why it matters: The trust value per share is now centered on $12.51, far above the IPO trust of $10.25. The bulk of the public float has been redeemed, meaning the remaining public shareholders (126,388 shares) have an outsized say in any vote. The deal with Tianji is still on, but the outside date was extended to August 2026, and Tianji is now contractually obligated to fund extension payments. The Nasdaq delisting means the trading venue is OTC, affecting liquidity. The sponsor and target continue to inject debt (due to third party ballooned to $1.95 million). The company admits it may not be able to continue as a going concern if the combination fails.
What changed vs 2025-08-19trust $26.8M → $27.5M +3%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $26.8M$27.5M
- Combination deadline
- 2026-08-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $851K · unchanged
- Redeemable shares
- 2.22M · unchanged
SpacBrain reads this as $687,440 was added to the trust between the two filings.
The clause …“expenses 21,250 - Total Current Assets 26,681 66,985 Cash and investments held in trust account 27,469,158 26,087,209 Total Assets $ 27,495,839 $ 26,154,194 LIABILITIES AND STOCKHOLDERS DEFICIT Current Liabilities Accounts payable”…
The clause …“has determined that if the Company is unsuccessful in consummating an Initial Business Combination by August 12, 2026 (as of the date of these unaudited interim consolidated financial statements are issued, $75,000 of the required”…
The clause …“redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the Company s ability to continue as a going concern within one year after the date that the unaudited interim consolidated financial”…
The clause …“which is defined and described in Note 7. As of September 30, 2025, there was $ 851,112 outstanding under the Convertible Promissory Notes, which was issued to the Company s related party for extension and working capital purposes, $”…
The clause …“12, 2024, 2,903,151 ordinary shares were tendered for redemption, leaving 2,224,131 ordinary shares subject to possible redemption still outstanding after the August 2024 redemption. On September 10, 2024, the Company deposited $”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 12b-25 Notification of Late Filing submitted to the U.S. Securities and Exchange Commission for Embrace Change Acquisition Corp.’s quarterly report on Form 10-Q covering the period ended September 30, 2025. According to Chief Financial Officer Zheng Yuan, who executed the notice on November 17, 2025, the company states it was unable to finalize its financial results or secure the necessary independent accountant review without unreasonable expense or effort, and explicitly confirms it does not expect to submit the Form 10-Q within the extended statutory window. Concerning SPAC mechanics and trust administration, management discloses that the company held a less amount of cash and investments in its trust account for the nine months ended September 30, 2025 than for the nine months ended September 30, 2024, resulting in an expected decrease in trust interest income, while operating expenses increased over that identical comparative period. All referenced financial conditions remain pending review by the company’s accounting staff and independent registered public accounting firm, per the registrant. Why it matters: The confirmed failure to file within both the original and extended 12b-25 deadlines elevates near-term regulatory reporting risk and impedes shareholder oversight of trust fund stewardship, expenditure tracking, and merger progress ahead of the August 12, 2027 redemption deadline. The explicit acknowledgment of diminished trust cash balances alongside rising quarterly expenses signals potential liquidity drawdowns that could erode the per-share redemption floor and constrain capital available to sustain operations through an extension vote, although CFO Zheng Yuan attributes these outcomes to management’s current expectations pending auditor finalization. No new business combination target, warrant pricing, or sponsorship governance amendments are contained in this submission.
What changed: A Schedule 13G/A routine compliance exhibit reporting aggregated beneficial ownership interests filed by TD Securities (USA) LLC, Toronto Dominion Holdings USA Inc, TD Group US Holdings LLC, and Toronto Dominion Bank. The excerpt discloses no alterations to redemption windows, trust account mechanics, extension procedures, merger advancement, or sponsor conduct. It contains no share counts, percentage thresholds, transaction dates, or purpose statements affecting the $12.84 per share trust allocation or the 2027-08-12 deadline. Why it matters: Per the filing header, the report is attributed to the listed TD corporate affiliates. Because the submission functions solely as an equity-ownership update, it does not activate redemption rights, adjust trust distribution math, alter extension voting schedules, or reflect sponsor conduct changes. Without the complete exhibit detailing exact positions, acquisition triggers, or control agreements, the filing carries no operational weight for deal progression or shareholder liquidity. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: A routine compliance exhibit — a Schedule 13G beneficial ownership report identifying Bank of Montreal, BANK OF MONTREAL HOLDING INC., and BMO NESBITT BURNS INC. as holders. The filing records institutional beneficial ownership positions held by the named BMO entities. It contains no provisions, schedules, or commentary affecting redemption windows, trust account valuations, extension mechanisms, business combination milestones, or sponsor conduct. Why it matters: Without attached percentage thresholds, transaction dates, purchase prices, or declared investment purposes, the document offers no quantifiable leverage for assessing capital deployment speed or redemption pressure. No third-party or executive assertions concerning target customers, revenue streams, market capitalization, strategic roadmaps, proprietary technology, joint ventures, legal proceedings, or management transitions appear in the text. As a static regulatory holding declaration, it confirms institutional presence but supplies no independent verification of deadline adherence or capital injection status.
What changed: A Schedule 13G beneficial ownership report for EMCGF securities, filed by Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. The document contains no amendments, proposals, or data affecting the redemption deadline, trust value per share, extension mechanisms, deal progress, or sponsor conduct. It solely updates the regulatory ledger for the listed holding companies and broker affiliates, recording their reporting-person status under Section 13(d) without altering transaction mechanics or shareholder election procedures. Why it matters: This routine compliance exhibit does not alter the investor timeline, change the cash-redemption mechanics, or signal any movement in the target valuation or sponsorship behavior. Because the filing discloses neither strategic initiatives, financial metrics, partnership announcements, nor governance shifts, it carries no direct weight on the merger calendar or trust distribution schedule beyond confirming continued institutional registration. No claims regarding customers, revenue, market size, technology, personnel, or litigation are present.
What changed: routine compliance exhibit. Nothing bears on redemption deadlines, trust value ($12.84), extension dates (2027-08-12), deal progress, or sponsor conduct. The filing introduces zero changes to those mechanical parameters or shareholder decision points. Why it matters: The filing contains two Limited Powers of Attorney drafted by Deputy President & Corporate Executive Hidekatsu Take and Chief Legal Officer/Managing Director General Counsel Adam Hopkins on 11-13-2025. The authors grant Managing Director Takahiro Katsura full execution authority on Form 13G and its amendments for Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC. The filer locates Mizuho Bank at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan; places Mizuho Americas LLC and Mizuho Securities USA LLC at 1271 Avenue of the Americas, NY, NY 10020, USA; and classifies the latter two respectively as 'A parent holding company' and 'A registered Broker-Dealer.' This administrative signatory delegation confirms Mizuho’s internal SEC reporting chain but alters no capital structure, merger timeline, redemption window, or target development.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Wuren Fubao Inc.named as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1282 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
Deal team — named in the prospectus
- EF Hutton LLCLead-left
- Tiger Brokers (NZ) LimitedUnderwriter
- US Tiger Securities, Inc.Underwriter
- Joseph Gunnar & Co., LLCUnderwriter
Read from this SPAC’s own prospectus; the arrow opens the filing. Firms link to their full mandate record.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
That was the figure at listing. It is $12.84 a share today — interest on the account, plus any sponsor payments made to extend the deadline, spread over the shares that never cashed out. Unit: U = S + W · 102.5% of the $10 unit
from 424B4 0001193125-22-217683
Trading & liquidity
Thin book — limit orders only; a position can be hard to exit outside a redemption window.
Company profile
TRUST $12.84 — ext. vote Aug 11. THE setup if price<trust — verify price! · past deal-form filings (latest 2025-10-22) — possibly a dead deal, kept SEARCHING
Directors & officers
- Zhou MoDirector
- Wang JingyuChief Executive Officer
- Delwarde YoannChief Executive Officer
- De Richemont GregoryDirector
- XIAO JIANGPINGDirector
- Zhou HangDirector
- Yuan ZhengChief Executive Officer and Chief Financial Officer
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
11 filers with a stake on file · 4 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Wuren Fubao Inc.with 2 other reporting persons on the same schedule22.9% · SC 13GFeb 10, 2023 stale
- Feis Lawrence Michaelwith 1 other reporting person on the same schedule6.8% · SC 13G/AFeb 2, 2023 stale
- WOLVERINE ASSET MANAGEMENT LLCwith 4 other reporting persons on the same schedule6.3% · SC 13G/ASep 5, 2025 stale
- MIZUHO FINANCIAL GROUP INCwith 1 other reporting person on the same schedule5.8% · SC 13G/ANov 13, 2025 fresh
- GLAZER CAPITAL, LLCwith 2 other reporting persons on the same schedule5.1% · SC 13G/AMay 15, 2025 stale
- Feis Equities0.5% · SC 13G/AFeb 2, 2023 stale
- Lawrence M. Feis0.5% · SC 13G/AFeb 2, 2023 stale
- TD SECURITIES (USA) LLC0.5% · SC 13G/ANov 14, 2025 fresh
- Polar Asset Management Partners Inc.0.0% · SC 13G/AFeb 17, 2026 fresh
- BANK OF MONTREAL /CAN/0.0% · SC 13G/AFeb 12, 2026 fresh
- Space Summit Capital LLC0.0% · SC 13G/AFeb 5, 2024 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
39 full SEC filing texts archived — searchable, never lost.
- Vault note — EMCGF (Embrace Change)
vault-note · /vault/tickers/EMCGF
Listed peers
Market data 2026-08-19Who this business is like, and what the market pays for them.
Market data as of 2026-08-19 (22 days old). A forward multiple is a market opinion on one day, not a filed figure.
Selected from a listed universe by sector and by business description — not from the SPAC's stated mandate. 6 hand-picked comp(s) are kept alongside and were not rewritten.
0.5x forward EV/Sales — median of n=4 of 4 selected peers (0 publish none), Market data as of 2026-08-19. 0 of the 4 counted comparables publish no forward EV/Sales and are excluded from the median rather than entered as zero. Adjacent comps are never counted.
Direct · 1 — same vendor sector as the target, and the two business descriptions match strongly
- MNRO Monro, Inc.$464m · 0.6× fwd EV/Sales · sim 0.18
Direct comp: Auto Vehicles, Parts & Service Retailers (NEC); small-cap ($464m); shares tire, tires, auto, passenger, car, mining with the target's own description; forward EV/Sales 0.6x.
Operational · 1 — the same sector on a weaker description match, or a neighbouring sector on a strong one
- DORM Dorman Products, Inc.$3.7bn · 1.9× fwd EV/Sales · sim 0.07
Operational comp: Auto, Truck & Motorcycle Parts (NEC); mid-cap ($3.7bn); shares passenger, truck, medium, sales, auto, car with the target's own description; forward EV/Sales 1.9x.
Hand-picked · 6 — written by hand before the engine existed, and kept: no engine has overwritten a curated comp
- 300587.SZ TIANTIE SCI. & TECH.— · — fwd EV/Sales
Zhejiang Tiantie Industry is the Shenzhen-listed strategic shareholder of Henan Tianji Tyre credited by the company with its technology and talent base - the most directly linked listed entity (CNY quote, multiples excluded).
- 601058.SS SAILUN GROUP CO LTD— · — fwd EV/Sales
Sailun Group - large Chinese TBR/PCR tire manufacturer with the same domestic-dealer-plus-export model; closest scaled listed comparable (CNY quote, multiples excluded).
- 601966.SS SHANDONG LINGLONG TYRE CO LTD— · — fwd EV/Sales
Shandong Linglong Tyre - Chinese multi-brand truck and passenger tire maker exporting globally; direct business-model comp (CNY quote, multiples excluded).
- BRDCY Bridgestone Corp.— · — fwd EV/Sales
Bridgestone ADR - global leader in truck-and-bus radial tires, the premium end of the exact TBR product category Tianji sells.
- GT Goodyear Tire & Rubber Co$2.5bn · 0.5× fwd EV/Sales
Goodyear - the USD-quoted global tire majors' low-multiple anchor showing what mature tire manufacturing earns and trades at.
- TWI Titan International Inc$501m · 0.4× fwd EV/Sales
Titan International - US-listed maker of off-highway/mining wheels and tires, comparable to Tianji's Kuangshan Jiuhao mining-tire line.
Cash in trust over time
XBRL, per filingHow much cash has stood behind each share at each filing date.
Show the filed values
- 9 July 2026$12.84
- 30 September 2025$9.47
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail9 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
ipoSizeM NULL->73.92855: 7,392,855 units incl. 892,855 over-allotment units (partial exercise) (acc 0001193125-22-220018)
ticker "EMCG" -> "EMCGF", exchange -> OTC. Evidence chain (primary): (1) 8-K acc 0001641172-25-024606 (filed 2025-08-18, Item 3.01) — on 2025-08-14 Nasdaq notified the Company its securities WILL BE DELISTED for failure to complete an initial business combination by 2025-08-09 (36 months from IPO effectiveness, IM-5101-2); trading suspended at the open on 2025-08-21 and Nasdaq to file a Form 25-NSE; the Company stated it expects its shares/warrants/rights/units to be quoted on the OTC Pink Open Market. (2) Form 25-NSE acc 0001354457-25-000921 filed by Nasdaq on 2025-09-18 removed the securities from listing/registration under Section 12(b). (3) Cover page of 8-K acc 0001493152-25-018918 (filed 2025-10-22) shows the four securities with venue "OTC" (no longer Nasdaq). (4) EDGAR submissions API for CIK 0001869601 returns tickers [EMCGF] with exchanges [null] — the "F" suffix is the OTC convention for this Cayman issuer. NOTE the cover pages of the two most recent 8-Ks (0001493152-26-037260, filed 2026-08-12) still print the pre-delisting Nasdaq table (EMCGU/EMCG/EMCGW/EMCGR on "The Nasdaq Stock Market LLC") — that is stale boilerplate contradicted by the Form 25-NSE and by the issuer own 2025-10-22 cover page; the tradable OTC symbol is EMCGF. PRICE RE-PULL NEEDED: Spac.price 11 @ 2026-06-08 and the single PriceBar row were keyed to the dead Nasdaq symbol "EMCG"; quote lane should pull EMCGF (and, if quoted, EMCGWF/EMCGRF/EMCGUF equivalents).
status SEARCHING -> DEAL_ANNOUNCED, and a Deal row was created (previously there was none). Primary support: 8-K acc 0001829126-25-000387 (filed 2025-01-27, Item 1.01) - Merger Agreement dated 2025-01-26 with Tianji Tire Global (Cayman) Limited (two-step: EMCG merges into EMC Merger Sub 1 "Purchaser" = reincorporation merger; EMC Merger Sub 2 merges into Tianji = acquisition merger); 8-K acc 0001493152-25-018918 (filed 2025-10-22, Item 1.01) - Amendment No. 1 dated 2025-10-16 extending the Outside Date to 2026-08-12; and DEF 14A acc 0001493152-26-034110 (filed 2026-07-21) which still recites the Merger Agreement as in effect and discloses Tianji funding EMCG extension/working-capital payments ($275,000 by 2025-11-13 and a further $75,000 on 2026-03-13). CAVEATS recorded on the Deal row: the amended Outside Date of 2026-08-12 has now passed with no further amendment and no Item 1.02 termination on file as of 2026-08-14; no S-4/F-4 registration statement has been filed; the SPAC is delisted and a delinquent filer (NT 10-K 2026-03-31, NT 10-Q 2026-05-27, NT 10-Q 2026-08-12). Shareholders approved a further extension of the combination period to 2027-08-12 on 2026-08-11 with only 95,256 of 2,422,281 shares redeemed (8-K acc 0001493152-26-037260) - consistent with the deal still being pursued, so ZOMBIE was not used.
sponsor "Wuren Fubao Inc." sourced from prospectus definition (10-K) acc 0001193125-23-062939.
VERDICT: MERELY UN-REFRESHED, NOT PASSED. Deadline 2024-08-11 (733 days stale) -> 2027-08-12. At an extraordinary general meeting held 2026-08-11 shareholders approved, as a special resolution, the Extension Amendment Proposal and, as an ordinary resolution, the Trust Agreement Amendment Proposal, extending the Combination Period twelve months from 2026-08-12 (the end of 48 months after the IPO) to 2027-08-12 — with NO deposit into the Trust Account required. Amendment No. 4 to the 2022-08-09 investment management trust agreement was signed the same day. Both proposals passed 2,221,965 FOR / 0 AGAINST out of 2,422,281 shares entitled to vote on the 2026-07-09 record date. 95,256 ordinary shares were tendered for redemption, leaving 2,327,025 outstanding. 8-K acc 0001493152-26-037260 (filed 2026-08-12); the proxy is DEF 14A acc 0001493152-26-034110. Deal status DEAL_ANNOUNCED confirmed still live: the 2025-01-26 merger agreement with Tianji Tire Global (Cayman) Limited is described as current in the DEF 14A, which states the Company "intends to call an additional extraordinary general meeting of its shareholders to approve a Business Combination at a future date". The DEF 14A also puts liquidation value at $12.84 per share as of 2026-07-09 (excluding an overdue $40,000 extension payment), corroborating the stored trustPerShare of 12.84.
warrantStrike=11.5, rightShareRatio=0.125, unitSeparationDays=52 from the definitive prospectus (0001193125-22-217683). NOT FILLED: warrantCallPrice — no stated candidate
Row created — EMCG had no Deal row despite a definitive merger agreement on file since January 2025. Per 8-K acc 0001829126-25-000387 (filed 2025-01-27, Items 1.01/7.01/9.01; Merger Agreement filed as Ex 2.1): on 2025-01-26 Embrace Change Acquisition Corp. ("EMCG"/Parent) entered a Merger Agreement with EMC Merger Sub 1 (Cayman, "Purchaser"), EMC Merger Sub 2 (Cayman, "Merger Sub") and Tianji Tire Global (Cayman) Limited. Structure: (a) EMCG merges into Purchaser (Reincorporation Merger, Purchaser survives); (b) Merger Sub merges into Tianji (Acquisition Merger, Tianji survives as a wholly owned subsidiary of Purchaser); Purchaser becomes the public company. VALUE BASIS: valueUsdM = 450 — the 8-K states Purchaser "will issue an aggregate of 45,000,000 of its ordinary shares with a deemed price per share of US$10.00, for a total value equal to the merger consideration, $450,000,000". That is the stated seller/merger consideration (equity, at the $10.00 deemed price), not a pro-forma equity value including SPAC public shares; no pro-forma equity value is stated and no S-4/F-4 has been filed. Closing conditions include an effective registration statement, both shareholder votes, and CSRC acceptance/publication of the CSRC Filings. AMENDMENT: 8-K acc 0001493152-25-018918 (filed 2025-10-22, Item 1.01) — Amendment No. 1 dated 2025-10-16 (1) fixed the Merger Sub parentage definition, (2) DELETED the $5,000,001 net-tangible-assets closing condition, (3) extended the Outside Date from 2025-08-12 to 2026-08-12, and (4) obliged Tianji to fund the balance of the extension payment ($275,000 plus delayed-deposit interest by 2025-10-31) and EMCG expenses. Per DEF 14A acc 0001493152-26-034110 (filed 2026-07-21), Tianji paid $100k/$100k/$75k on 2025-10-16, 2025-11-03 and 2025-11-13 (EMCG deposited $200k into trust on 2025-11-17) and a further $75,000 on 2026-03-13. STATUS CAVEATS (no primary filing proves termination, so ANNOUNCED, not TERMINATED): the amended Outside Date of 2026-08-12 has now PASSED with no Amendment No. 2 and no Item 1.02 8-K on file as of 2026-08-14; EMCG was delisted from Nasdaq (Form 25-NSE 2025-09-18) and is a delinquent filer (NT 10-K 2026-03-31; NT 10-Q 2026-05-27; NT 10-Q 2026-08-12); shareholders approved a further extension of the combination period to 2027-08-12 on 2026-08-11 (8-K acc 0001493152-26-037260) with only 95,256 of 2,422,281 shares redeemed. RE-CHECK for an Amendment No. 2 or a termination 8-K.
Primary-source deal structure (0001493152-25-027065, 0001829126-25-000387). effective equity $542.4M vs headline $450M (+20.5%) [bottom-up, medium]: target-consideration=45M sh/$450M, public-shares=7.4M sh/$73.9M, founder-promote=1.8M sh/$18.5M, public-warrants=7.4M sh/$0M FLAGS: No PIPE, no minimum-cash condition and no termination fee appear anywhere in the Merger Agreement (Ex 2.1, acc 0001829126-25-000387) or the 8-K — searched 'Minimum Cash', 'Available Closing', 'PIPE', 'Subscription Agreement', 'termination fee': zero hits | No earnout in the BCA 8-K — consideration is a fixed 45,000,000 shares | EXTREME REDEMPTIONS: the 10-Q reports only 126,388 shares subject to possible redemption at 2025-09-30 (from 7,392,855 at IPO), and the 2026-08-11 EGM left 2,327,025 ordinary shares after a further 95,256 redeemed (acc 0001493152-26-037260). effectiveEquityM counts SPAC public shares pre-redemption, so the public-share component is far above the surviving float and the real promote share is far above 20% | Deal still live: shareholders approved extending the Combination Period 12 months from 2026-08-12 to 2027-08-12 (acc 0001493152-26-037260) | No S-4/proxy on file for the Tianji merger as of 2026-08-14 → no pro-forma share count
Date corrected 2026-08-10 -> 2026-08-11 and outcome recorded per 8-K Items 5.03/5.07/8.01 acc 0001493152-26-037260. Combination Period extended twelve months from 2026-08-12 to 2027-08-12 with no trust deposit required; 2,221,965 FOR / 0 AGAINST; 95,256 shares tendered for redemption, 2,327,025 remaining. (The stored "proposed new deadline 2027-08-11" was a day early against the charter text.)