Embrace Change Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Tianji Tire Global Group Limited
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Embrace Change Acquisition Corp. entered into a business combination agreement with Tianji Tire Global Group Limited
- Tianji is a leading tire manufacturer with operations mainly conducted by its subsidiaries based in mainland China, specializing in the design, research and development, production and sales of tires, with a primary focus on all-steel, tubeless radial tires for medium- and short-distance transportation.
- The Company’s collection of tires is curated under six renowned brands, namely the premium brand SEMES, the mid- to high-end brand Tianxin, the mass-market brands Lunaite, Aoben and GFT Rider, as well as the brand Kuangshan Jiuhao designed specifically for mining transportation. Each of these brands stands out in quality and technical performance characteristics with distinctive features and precise identities.
- Founded in 2020, Tianji has successfully established an extensive presence in China, and is continuing to expand its footprint nationwide to reach more potential customers.
TRANSACTION
- The merger consideration is $450 million, payable by newly-issued securities of the Combined Company valued at $10.00 per share.
- Cash proceeds raised will consist of Embrace Change’s approximately $26 million in trust (assuming no redemptions by Embrace Change’s existing public shareholders).
- The Tianji management team, led by its CEO Hailong Cheng, will continue to run the Combined Company after the closing of the Proposed Transaction.
- The Board of Directors of both Embrace Change and Tianji have unanimously approved the Business Combination Agreement and signed voting support agreements in favor of the transaction.
- The parties anticipate completing the business combination in mid-2025.
- At the closing of the transaction, Tianji will be listed on Nasdaq in the United States.
SPAC FUNDING
- No additional funding specified at this time.
EARNOUT
- There is no earnout provision at this time.
LOCK-UP
- Sponsor & Company Lock-Up:
- The Lock-up shares shall be released six months after the Closing.
NOTABLE CONDITIONS TO CLOSING
- Embrace Change and Tianji shareholder approvals
- The SPAC must have at least $5,000,001 of net tangible assets at the Closing
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated by either Embrace Change or Tianji , if the Closing has not been consummated prior to August 12, 2025 (the “Outside Date”)
ADVISORS
- Company Advisors:
- Han Kun Law Offices LLP and Harney Westwood & Riegels are serving as legal advisor to Tianji.
- SPAC Advisors:
- Loeb & Loeb LLP, Ogier (Cayman) LLP and Beijing Dacheng Law Offices, LLP are serving as legal advisor to Embrace Change.
EXTENSION – 8/10/23 – LINK
- The SPAC approved the extension from August 12, 2024 to August 12, 2025.
- 2,903,151 shares were redeemed.
- $75K per month will be deposited into the trust account.
SUBSEQUENT EVENT – 3/14/24 – LINK
- The SPAC amended the UW fee arrangement from a deferred underwriting fee of 3.50% of the gross proceeds of the initial public offering, or $2,587,499, to (1) $750,000 in cash on the date of the closing of the initial business combination and (2) 200,000 of registered and unrestricted shares of the Company, shall be issued and delivered to EF Hutton at the Closing.
SUBSEQUENT EVENT – 10/26/23 – LINK
- In connection with the shareholders’ vote at the Annual General Meeting of shareholders held by the Company on October 20, 2023, 824,682 ordinary shares were tendered for redemption for $10.76/Share.
EXTENSION – 8/10/23 – LINK
- The SPAC approved the extension from August 12, 2023 to August 12, 2024.
- 1,550,710 shares were redeemed.
- $100K per month will be deposited into the trust account.
MANAGEMENT & BOARD
Executive Officers
Jingyu Wang, 33 [Appointed 12/1/22]
Chief Executive Officer and Director
Jingyu Wang served as an advisor to the Company in connection with its initial public offering and public disclosures from September 2021 until his appointment as Chief Executive Officer. From June 2015 to September 2021, Mr. Wang served as the secretary of the board for 36Kr Holdings Inc., a company listed on Nasdaq (Nasdaq: KRKR), for which he coordinated the Company’s public disclosures. Mr. Wang received his bachelor’s degree in laws from China University of Political Science and Law in 2012.
Yoann Delwarde, 31 [Resigned 12/2/22]
Chief Executive Officer and Director
From February 2020 until the present, Mr. Delwarde has been the Chief Executive Officer and Co-founder of Infinity Growth, a sales consultancy company. From May 2021 until the present, he has been an Expert In Residence for Chinaccelerator, an accelerator operated by the venture fund SOSV, for the topics related to sales and growth. From February 2014 until February 2020, Mr. Delwarde was taking various roles, from sales engineer to sales director, at Bassetti China, an engineering and software company. He received a Master’s degree in Industrial Engineering from INSA Lyon – University of Technology and Engineering Sciences.
Zheng Yuan, 50
Chief Financial Officer and Director
From June 2017 until the present, Ms. Yuan has been the Acting as CFO and Administrative Director of Ningbo Super fan Culture Media Co., Ltd., a joint stock limited company. From October 2010 until March 2016, she was the Vice President of International Banking for Bank of Beijing Co., Ltd. She received master’s and bachelor’s degrees from Tianjin University of Finance and Economics.
Board of Directors
Jiangping (Gary) Xiao, 44
Director Nominee
From July 2019 until April 2021, Mr. Xiao served as Vice President of Finance & Accounting for Hilco IP Merchant Bank. From March 2017 until March 2019, he served as Chief Financial Officer for Professional Diversity Network, an operator of online and in person networks and a public company listed on Nasdaq. From August 2013 until April 2016, he served as the Chief Financial Officer and Controller of Petstages, a pet toy designer and distributor. He is an independent board director of Takung Art Co. Ltd. And Wunong Net Technology Co. Ltd. He received a Master of Business Administration from the University of Michigan and a Bachelor’s degree in Accounting from Tsinghua University.
Mo Zhou, 34 [Appointed 12/1/22]
Director Nominee
Mo Zhou has been serving as the Chief Operating Officer of Destone Acquisition Corp. and the Chief Risk Officer of Destone Holdings LLC since June 2021. Mr. Zhou was a lawyer at Davis Polk & Wardwell LLP from October 2014 to May 2021. Mr. Zhou received his bachelor’s degree in commerce from Queen’s University in 2010 and his Juris Doctor degree from Harvard Law School in 2014.
Gregory De Richmont, 43 [Resigned 12/1/22]
Director Nominee
From April 2019 until May 2020, Gregory de Richemont was the Deputy General Manager at Shanghai Automation Control Engineering, an Industrial Automation company. From October 2018 until March 2019 he was the Co-Founder and Chief Financial Officer of One|Eye, an Interactive Media & Services company. From March 2016 to the present, he has been the Founder and Chief Executive Officer of Le Son International, a Consumer Electronics company. He received a Master’s degree in Corporate Finance from Audencia Business School and a Master’s degree in Business Administration from INSEAD.
Hang Zhou, 50
Director Nominee
Since June 2016, Mr. Zhou has been the vice president for product/channel management of ARRIS Group which was acquired by CommScope Inc. in 2019. From 2013 to June 2016, Hang Zhou was the vice president and general manager in Greater China region of ARRIS Group. From 2009 to 2013, Mr. Zhou was the general manager and senior director of product management at Hangzhou Motorola Technology Ltd., which was a subsidiary of Motorola Inc.’s home division. From 2001 to 2009, Hang Zhou worked at Motorola Inc.’s home division. Hang Zhou received his MBA degree from Temple University in 1998, and his bachelor of arts in international relations from Foreign Affairs College in China in 1994.