EMCGF merger with Tianji Tire Global (Cayman) Limited
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)
Announced 26 January 2025.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective 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 ▴
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 ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Tianji Tire Global (Cayman) Limited
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
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. 2009 Fazhan Road, Boai Industrial Zone, Jiaozuo City, Henan) - that designs, makes and sells all-steel tubeless radial truck tires (TBR) for medium- and short-distance transport under six brands: premium SEMES, mid-to-high-end Tianxin, mass-market Lunaite, Aoben and GFT Rider, and mining-transport brand Kuangshan Jiuhao. The company's own site claims annual capacity of 1.2M all-steel radial truck tires plus 10M passenger-car tires, 200+ domestic sales outlets, exports to 30+ countries (Americas, SE Asia, Middle East, Australia, Africa), CCC/ISO-TS16949/DOT/ECE certifications, and Shenzhen-listed Zhejiang Tiantie Industry Co., Ltd (300587.SZ) as a shareholder whose entry brought tire-industry talent and technology. CEO Hailong Cheng leads the company and will run the combined company. IMPORTANT: no SEC-filed financial statements for Tianji exist yet - the merger agreement (signed 26-Jan-2025) required delivery of audited FY2024 accounts by 31-Mar-2025, but as of 14-Aug-2026, 18+ months after announcement, no F-4 registration statement has been filed, so revenue/EBITDA cannot be stated from any accession; the company is an operating manufacturer with real sales per its own materials, not a paper company. Merger consideration is $450M paid entirely in newly issued shares at $10.00; combined company to be renamed Tianji Tire Global Group (Cayman) Limited and seek a Nasdaq listing.
Founded 2020.
Tianji Tire Global (Cayman) Limited — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 2 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Tianji Tire Global (Cayman) Limited actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Tianji Tire Global (Cayman) Limited, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $542.4M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Post-dilution equity (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
$1 of their sales costs $0.53 on the open market. Median of 2 listed companies we judged a true comparable, which individually run from 0.53× to 0.53×. Their share prices are from 14 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $542.4M, not the announced $450M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- 601058.SS, 601966.SS, MNRO, BRDCY, DORM, 300587.SZ have no revenue to divide by, so they are shown but left out of the peer median.
The 8 listed companies it is measured against, and why
- 601058.SSno revenue multiple
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.SSno revenue multiple
Shandong Linglong Tyre - Chinese multi-brand truck and passenger tire maker exporting globally; direct business-model comp (CNY quote, multiples excluded).
- MNROno revenue multiple
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.
- GT0.53× revenue
Goodyear - the USD-quoted global tire majors' low-multiple anchor showing what mature tire manufacturing earns and trades at.
- BRDCYno revenue multiple
Bridgestone ADR - global leader in truck-and-bus radial tires, the premium end of the exact TBR product category Tianji sells.
- DORMno revenue multiple
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.
- TWI0.53× revenue
Titan International - US-listed maker of off-highway/mining wheels and tires, comparable to Tianji's Kuangshan Jiuhao mining-tire line.
- 300587.SZno revenue multiple
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).
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
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.
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.
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.