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UNITED
STATES
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
Statements
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 proposed transaction, integration
plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates
for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “expect,”
“believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking
statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not
be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events
and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond
the control of the Company. These forward-looking statements are not guarantees of future performance and are subject to various risks
and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown,
which could cause the actual results to vary materially from those indicated or anticipated.
These
forward-looking statements are subject to number of risks and uncertainties, that could cause actual results to differ materially from
expected results. Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood
of completion of the pending transaction, including the risk that the transaction may not close due to one or more closing conditions
to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or
that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain
conditions, limitations or restrictions in connection with such approvals; (ii) risks related to the ability of EMCG and the Company
to successfully integrate the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the
termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial
position, performance, operations or prospects of the EMCG or the Company; (v) risks related to disruption of management time from ongoing
business operations due to the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could
have adverse effects on the market price of EMCG’s securities; (vii) the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of the Company to retain dealers and retain and hire key personnel and maintain relationships
with their dealers and product users and on their operating results and businesses generally; (viii) the risk that the combined company
may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; and (ix) risks associated
with the financing of the proposed transaction. The risks and uncertainties above are not exhaustive, and there may be additional risks
that neither EMCG nor the Company presently know or that EMCG and the Company currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements. A further list and description of risks and uncertainties
can be found in the Prospectus dated August 9, 2022 relating to EMCG’s initial public offering and in the Registration Statement
and proxy statement that will be filed with the SEC by EMCG and/or its subsidiary in connection with the proposed transactions, and other
documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated
by such forward-looking statements. In addition, forward looking statements reflect EMCG’s and the Company’s expectations,
plans or forecasts of future events and views as of the date of this report. EMCG and the Company anticipate that subsequent events and
developments will cause EMCG’s and the Company’s assessments to change. Forward-looking statements relate only to the date
they were made, and EMCG, the Company and their subsidiaries undertake no obligation to update forward-looking statements to reflect
events or circumstances after the date they were made except as required by law or applicable regulation. These forward-looking statements
should not be relied upon as representing EMCG’s and the Company’s assessments as of any date subsequent to the date of this
report. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements.
Additional
Information and Where to Find It
In
connection with the transaction described herein, EMCG and/or its subsidiary will file relevant materials with the Securities and Exchange
Commission (the “SEC”), including the Registration Statement on Form S-4 or Form F-4 and a proxy statement (the “Registration
Statement”). The proxy statement and a proxy card will be mailed to shareholders as of a record date to be established for
voting at the stockholders’ meeting of EMCG shareholders relating to the proposed transactions. Stockholders will also be able
to obtain a copy of the Registration Statement and proxy statement without charge from EMCG. The Registration Statement and proxy statement,
once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to EMCG at 5186 Carroll Canyon
Rd, San Diego, CA, 92121. This Current Report on Form 8-K may be deemed to be offering or solicitation material in respect of the proposed
business combination, which will be submitted to the shareholders of EMCG for their consideration. INVESTORS AND SECURITY HOLDERS OF
EMCG ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTIONS THAT EMCG WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE, IN EACH CASE, BEFORE MAKING ANY INVESTMENT OR VOTING
DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EMCG, THE COMPANY AND
THE TRANSACTIONS DESCRIBED HEREIN.
Participants
in Solicitation
EMCG,
the Company and certain shareholders of EMCG, and their respective directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from the holders of EMCG ordinary shares stock in respect of the proposed
transaction. Information about EMCG’s directors and executive officers and their ownership of EMCG ordinary shares is set forth
in the Prospectus dated August 9, 2022 and filed with the SEC. Other information regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents
can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the
securities of EMCG or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
This Current Report on Form 8-K does not constitute either advice or a recommendation regarding any securities. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Item
9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 2.1 |
|
Amendment No. 1 to Merger Agreement dated October 16, 2025 by and among EMCG, Purchaser, Merger Sub and the Company |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
October 22, 2025 |
|
| |
|
| EMBRACE
CHANGE ACQUISITION CORP. |
|
| |
|
|
| By: |
/s/
Jingyu Wang |
|
| Name: |
Jingyu
Wang |
|
| Title: |
Chief
Executive Officer |
|
