Current Report · Items 1.01 · 8-K
Embrace Change Acquisition Corp.
EMCGFOTCEQUITYCurrent
Entry into a Material Definitive Agreement
Item 1.01 Termination of a Material Definitive 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 (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…
Company context
Current securities
Recent company filings
- NT 10-Q filingAug 12, 2026
- Entry into a Material Definitive Agreement · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other EventsAug 12, 2026
- DEF 14A filingJul 21, 2026
- PRE 14A filingJul 8, 2026
- NT 10-Q filingMay 27, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Termination of a Material Definitive 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 (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 together with Parent
and Purchaser, the “ Parent Parties ”), and Tianji Tire Global (Cayman) Limited, a Cayman Islands exempted company (“ Tianji ”
or the “ Company ”). The Merger Agreement was subsequently amended on October 16, 2025. On September 10, 2026, EMCG
received a termination notice (the “ Notice ”) from Tianji. The Notice terminated the Merger Agreement pursuant to Section
11.1(d)(i) of the Merger Agreement which provides that the Merger Agreement may be terminated by either the Company or any Parent Party
on or after August 12, 2026 (the “ Outside Date ”) if the merger shall not have been consummated prior to the Outside
Date, subject to the provision that such termination right shall not be available to a party if the failure of the merger to have been
consummated on or before the Outside Date was due to such party’s breach of or failure to perform any of its representations, warranties,
covenants or agreements set forth in the Merger Agreement.