Embrace Change Acquisition Corp., a Cayman Islands SPAC, reported unaudited results for the quarter and nine months ended September 30, 2025 while advancing its planned merger with Tianji Tire Global (Cayman) Limited. The company held $27.47 million of cash and investments in its trust account and only $5,431 of operating cash, with a stockholders’ deficit of $7.38 million. For the nine months, it recorded a net loss of $169,811, as modest operating costs were mostly offset by interest income on trust assets. Embrace Change has agreed to issue 45,000,000 shares valued at $450 million to Tianji shareholders at closing of the business combination. Heavy redemptions have reduced public shares subject to possible redemption to 126,388, and about 2.10 million shares were redeemed for roughly $26 million in December 2025. The company warns of substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by August 12, 2026, and its securities have been delisted from Nasdaq after failing to complete a deal within Nasdaq’s SPAC timeframe.
Embrace Change Acquisition Corp. filed a Form 12b-25 to notify investors that its Quarterly Report on Form 10-Q for the period ended September 30, 2025 will be filed late and is not expected to be completed within the additional grace period normally allowed. The company explains that it could not finalize its financial results or complete the necessary internal and external reviews without unreasonable effort or expense and needs more time to compile and verify required data.
The company also anticipates a significant change in results of operations compared with the nine months ended September 30, 2024, citing a lower amount of cash and investments in its trust account, which is expected to reduce interest income, and higher expenses over the same comparative period. Management notes that specific amounts are still under review by its accounting staff and independent registered public accounting firm, so detailed estimates are not yet available.
Embrace Change Acquisition Corp. received an amended Schedule 13G reporting that TD Securities (USA) LLC beneficially owns 23,706 ordinary shares, representing 0.5% of the class. TD Securities has sole voting and sole dispositive power over these shares.
The filing is a joint submission with Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank, each reporting 0 shares and 0%. The group states ownership of five percent or less of the class and certifies the securities were acquired and are held in the ordinary course, not to influence control. The reported event date is 09/30/2025.
Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. filed a Schedule 13G on Embrace Change Acquisition Corp., reporting beneficial ownership of 250,000 ordinary shares, equal to 5.53% of the class as of the event date 09/30/2025.
The filers report shared voting and dispositive power over 250,000 shares and no sole power. The securities are held in the ordinary course of business by the reporting person acting as prime broker on behalf of certain clients.
Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. filed a Schedule 13G reporting beneficial ownership of 250,000 ordinary shares of Embrace Change Acquisition Corp. (EMCGF), representing 5.53% of the class as of the event date 09/30/2025.
The filing lists shared voting power: 250,000 and shared dispositive power: 250,000, with no sole voting or dispositive power. The securities are held in the ordinary course of business by the reporting person acting as prime broker on behalf of certain clients. The certifying statement indicates the holdings were not acquired to change or influence control.
Mizuho Financial Group, Inc. filed Amendment No. 4 to Schedule 13G regarding Embrace Change Acquisition Corp. common shares. The filing reports 0 shares beneficially owned and 0.0% of the class, with no sole or shared voting or dispositive power, tied to an event date of 09/30/2025.
Mizuho is identified as a Parent Holding Company and certifies the securities were acquired and are held in the ordinary course of business and not to influence control. The filing notes potential indirect ownership through subsidiaries but reports no current beneficial ownership.
Embrace Change Acquisition Corp. amended its merger agreement with Tianji Tire Global. The Amendment removes the closing condition that required the purchaser to have at least $5,000,001 in net tangible assets at closing, extends the Outside Date to August 12, 2026, updates the Merger Sub definition, and adds Tianji’s obligation to pay the balance of the extension payment and expenses needed to complete the transaction.
The business combination structure remains a two‑step deal: a reincorporation merger followed by the acquisition merger, after which the purchaser would be publicly traded. The added cost obligations on Tianji shift certain transaction expenses away from EMCG, while the deadline extension provides more time to satisfy remaining conditions.
Embrace Change Acquisition Corp. (EMCWF) appears on a Nasdaq Form 25 notifying the Commission of a removal of its class of securities from listing and/or registration under Section 12(b) of the Exchange Act. The filing identifies the issuer name, Nasdaq Stock Market LLC as the exchange, and provides the issuer's principal office address and telephone number. The form reproduces the regulatory rule references used for delisting/withdrawal procedures and states the exchange's certification of compliance with applicable rules. Several typical form fields, including the specific rule checkbox selection, the signature/date block, and any explanatory reason or effective date, are not present in the provided text.