Embrace Change Acquisition Corp.

What they do

The company was incorporated on March 3, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. As of the latest filings, it has not selected any specific business combination target and has not initiated any substantive discussions with any target. It holds funds in a trust account and funds operations through extension payments from its sponsor and its trust account.

Revenue drivers

• Trust account interest income — The company places IPO and private placement proceeds in a trust account; income generated from those funds contributes to net income, as seen in historical net income of $1.4 million in 2024 and $2.4 million in 2023.
• Sponsor extension deposits — To extend the combination period, the company has received funds from Tianji and its subsidiaries; on August 11, 2025, it received $400,000, and on November 17, 2025, it received $275,000 for working capital and extension deposits.
• No operating business — The company has no operating business and does not generate revenue from the sale of products or services; its activities are limited to seeking a business combination.

Recent performance

For the year ended December 31, 2024, the company reported net income of $1.4 million, down from $2.4 million in 2023. Operating cash flow was negative $528,848 in 2024, and the company had total assets of $27.5 million and total liabilities of $33.7 million as of September 30, 2025, resulting in a shareholder equity deficit of $7.4 million. On September 30, 2025, cash and equivalents outside the trust account were only $5,431. The company continues to incur significant costs in pursuit of an acquisition.

Strategy

The company's stated strategy is to effectuate a business combination using cash from the IPO and private placement proceeds, as well as proceeds from the sale of securities, shares, debt or a combination thereof. It has extended its combination deadline multiple times, most recently to August 12, 2026, by depositing funds into the trust account. The company received $400,000 from Tianji and its subsidiaries in August 2025 for extension deposits and $275,000 in November 2025 for working capital and extension deposits. It has not announced any specific target or substantive discussions.

Risks

• Failure to complete a business combination — The company has not identified a target and may be unable to complete a business combination by August 12, 2026, which would force it to liquidate.
• Limited cash outside trust — As of September 30, 2025, the company had only $5,431 in cash outside the trust account, which may be insufficient to fund operations and the search for a target.
• Substantial redemptions — After redemptions in August 2025, only 126,388 ordinary shares remained outstanding, which could make it harder to meet listing requirements or attract a target.
• Negative shareholder equity — Total liabilities exceed total assets, resulting in a shareholder equity deficit of $7.4 million as of September 30, 2025, which raises going-concern concerns.

Outlook

Management states that it expects to continue to incur significant costs in the pursuit of its acquisition plans and cannot assure that its plans to complete a business combination will be successful. The company has secured a combination period through August 12, 2026, but no target has been identified. The company's ability to continue as a going concern depends on completing a business combination or obtaining additional financing.