EMCGF 10-K & 10-Q changes, risk factors and insider trading

Initial Public Offering

Extension and Redemption

On August 9, 2023, the Company held an extraordinary general meeting of shareholders (the “First Extraordinary General Meeting”), at which the Company’s shareholders approved the following proposals: (a) as a special resolution, giving the Company the right to extend the date by which the Company must consummate a business combination (the “Combination Period”) twelve (12) times for an additional one (1) month each time, from August 12, 2023 (i.e. the end of 12 months from the consummation of its Initial Public Offering, the “Termination Date”) to August 12, 2024, by depositing into the Trust Account the lesser of $100,000 or $0.045 per outstanding public share for each one-month extension (the “Initial Extension Payment”) (the “First Extension Amendment Proposal”) by deleting the amended and restated memorandum and articles of association (the “Articles of Association”) in its entirety and substitute it with the second amended and restated memorandum and articles of association of the Company (the “Amended Articles of Association”); (b) as an ordinary resolution, an amendment to the investment management trust agreement dated as of August 9, 2022 (the “Trust Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the Combination Period from the Termination Date to the August 12, 2024, by depositing into the Trust Agreement the Initial Extension Payment (the “First Trust Agreement Amendment Proposal”); and (c) as a special resolution, an amendment to the Articles of Association to remove the net tangible asset requirement from the Articles of Association in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the Securities and Exchange Commission by deleting the Articles of Association in its entirety and substitute it with the second amended and restated memorandum and articles of association of the Company (the “NTA Requirement Amendment Proposal”). In connection with the shareholders’ vote at the First Extraordinary General Meeting, 1,550,710 ordinary shares were tendered for redemption. On August 14, 2023, the Company accepted a reversal request for 109,819 shares. As a result, a total of 1,440,891 ordinary shares were redeemed at a redemption price of approximately $10.68 per share, for an aggregate redemption amount of $15,385,924, leaving 5,951,964 ordinary shares subject to possible redemption still outstanding after the August 2023 redemption.

On October 20, 2023, the Company held an annual general meeting of shareholders (the “2023 Annual General Meeting”), at which the Company’s shareholders approved to amend the Amended Articles of Association by removing the restriction of the Company to undertake a Business Combination with any entity or business based in, or with its principal or a majority of its business operations (either directly or through any subsidiaries) in, the People’s Republic of China (including Hong Kong and Macau). In connection with the Annual General Meeting, holders of 824,682 ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.81 per share, for an aggregate redemption amount of $8,911,074, leaving 5,127,282 ordinary shares subject to possible redemption still outstanding after the October 2023 redemption.

From August 2023 to December 2023, the Company deposited five tranches of $100,000, for an aggregated of $500,000 into the Trust Account, extending the Termination Date to January 12, 2024. From January 2024 to August 2024, the Company deposited additional seven tranches of $100,000, for an aggregated of $700,000 into the Trust Account, extending the Termination Date to August 12, 2024.

On August 12, 2024, the Company held an extraordinary general meeting of shareholders (the “Second Extraordinary General Meeting”), at which, the Company and its Trustee signed an amendment to the investment management Trust Agreement, to give the Company the right to extend the Combination Period twelve (12) times for an additional one (1) month each time, from August 12, 2024 to August 12, 2025 (the “Extended Date”), by depositing into the Trust Account $75,000 for each one-month extension (the “Amended Extension Payment”), as approved by the Company’s shareholders in accordance with the Company’s Amended Articles of Association. At the Second Extraordinary General Meeting, the shareholders of the Company approved a special resolution to the Amended Articles of Association to extend the Combination Period from the Termination Date to the Extended Date and to delete words “(less up to US$50,000 of interest to pay dissolution expenses)”.

In connection with the shareholders’ vote at the Second Extraordinary General Meeting held by the Company on August 12, 2024, 2,903,151 ordinary shares were tendered for redemption, leaving 2,224,131 ordinary shares subject redemption still outstanding after the August 2024 redemption.

On September 10, 2024, the Company deposited $75,000 into the Trust Account, extending the Termination Date to September 12, 2024. The Company has the right to extend the Combination Period eleven (11) more times for an additional one (1) month each time, from September 12, 2024 to August 12, 2025. Up to the date the financial statements were issued, there was no additional deposits made other than the payment that was made on September 10, 2024. The Company is obligated to deposit another six tranches of $75,000, for an aggregate of $450,000, to the Trust Account, to extend the date that the Company has to consummate a business combination to March 12, 2025.

Nasdaq Notices

On October 12, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5450(a)(2) of The Nasdaq Global Market in connection with its listing of the Company’s ordinary shares, par value $0.001 per share, which requires the Company to maintain a minimum of 400 total holders of its ordinary shares for continued listing on The Nasdaq Global Market. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on The Nasdaq Global Market. The notice states that the Company has until November 27, 2023 to submit a plan to regain compliance with Listing Rule 5450(a)(2). If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from October 12, 2023, the date of the Notice, to evidence compliance with Listing Rule 5450(a)(2). If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal Nasdaq’s determination. Alternatively, the Company may consider applying for a transfer to The Nasdaq Capital Market. In order to transfer, the Company must submit an on-line transfer application, pay the $5,000 application fee, and meet The Nasdaq Capital Market’s continued listing requirements. The Company submitted a compliance plan to Nasdaq on November 27, 2023.

On December 22, 2023, the Company received a notification from Nasdaq that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Form 10-Q”). Under the Nasdaq Listing Rules, the Company now has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until May 20, 2024, to regain compliance. The Company later filed the Form 10-Q on March 1, 2024.

On April 23, 2024, the Company received a delisting determination letter from the Listing Qualifications of Nasdaq advising the Company that the Company has not paid its assessed fees required by Listing Rule 5250(f). The Company subsequently paid the outstanding fee.

On May 30, 2024, the Company received a delinquency notification letter from Nasdaq due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024.

On June 24, 2024, the Company received a notice from Nasdaq indicating that, unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”) by 4:00 p.m. Eastern Time on July 1, 2024, the Company’s securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on July 3, 2024, due to the Company’s non-compliance with the Minimum Holders Rule and the Reporting Rule. The Company timely requested a hearing before the Panel to appeal the Staff Determination and submitted a request for extension of stay. The suspension referenced in the Staff Determination has been stayed for a period of 15 calendar days until July 16, 2024 and the hearing has been scheduled on August 1, 2024.

On July 12, 2024, the Company submitted a written submission to Nasdaq. On July 25, 2024, the Company received a notice from Nasdaq indicating the grant of the Company’s request to extend the stay of suspension pending a hearing on August 1, 2024, and issuance of a final Panel decision. On August 1, 2024, the Company attended the Nasdaq hearing before the Panel.

On September 5, 2024, the Company received a delinquency notification letter from Nasdaq due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024. On September 16, 2024, the Company filed its Form 10-Q for the fiscal quarter ended June 30, 2024.

On October 30, 2024, the Company received a letter from Nasdaq which confirmed that the Company regained compliance on September 16, 2024 with the filing requirement in Listing Rule 5250(c), as required by the Nasdaq hearing panel’s decision dated August 14, 2024. The Company is subject to a mandatory panel monitor for a period of one year from September 16, 2024. Under the terms of the panel monitor, in the event the Company is again out of compliance with the periodic filing rule during the monitoring period, the Company will have an opportunity to request a new hearing before the panel in order to maintain its listing, rather than being granted additional time to regain compliance or being afforded an applicable cure or compliance period.

Satisfaction and Discharge Agreement

On March 4, 2024, the Company and EF Hutton entered into a Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement dated August 9, 2022 (the “Satisfaction and Discharge Agreement”), pursuant to which, EF Hutton agreed to revise the deferred underwriting fee of three point five percent (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 (the “Closing”) and (2) 200,000 of registered and unrestricted shares of the Company, shall be issued and delivered to EF Hutton at the Closing.

Financing from Debt

From July 2024 to December 2024, the Company received $775,000 from a subsidiary of Tianji (as defined below). These amounts are unsecured, non-interest bearing and due on demand. From January 2025 to March 2025, the Company borrowed $200,000 from Tianji and its subsidiaries, these amounts are unsecured, non-interest bearing and due on demand.

On August 5, 2024, the Company borrowed $300,000 from another unrelated third party, by issuing a promissory note. The unpaid principal balance of this note bears an annual interest rate of nine point one two seven percent (9.127%) per annum. The note will be due two months after executed. On August 6, 2024, the Company received the $300,000 in full under such note. On September 10, 2024, and September 27, 2024, the Company repaid $100,000 and $150,000, respectively, to the payee, leaving $50,000 in principal unpaid as of December 31, 2024. On October 5, 2024, the remaining principal of $50,000 was due and will be payable on demand. Up to the date the financial statements were issued, the principal of $50,000 remained unpaid and past due.

For the year ended December 31, 2024, the Company recorded $4,664 in interest expenses under the promissory note - third party. As of December 31, 2024, the total outstanding under the promissory note- third party was $54,664.

Business Combination Agreement

On January 26, 2025, the Company entered into a merger agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and between the Company, EMC Merger Sub 1, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“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”), pursuant to which (a) the Company 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 Tianji (the “Acquisition Merger”), with Tianji 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.

Consideration

At the effective time of the Acquisition Merger, each Tianji Class A ordinary share will be converted into the right to receive one Reincorporation Merger Surviving Corporation Class A ordinary share and each Tianji Class B ordinary share will be converted into the right to receive one Reincorporation Merger Surviving Corporation Class B ordinary share, as outlined in the Merger Agreement.

Purchaser will issue an aggregate of 45,000,000 of its ordinary shares (“Purchaser Ordinary Shares”) with a deemed price per share of US$10.00, for a total value equal to the merger consideration, $450,000,000 (the “Merger Consideration Shares”), to the shareholders of Tianji (the “Tianji Shareholders”) at the Business Combination closing (the “Closing”). Upon Closing, the Tianji Shareholders will no longer hold any rights in the Tianji ordinary shares they held prior to the Closing, and they will hold the right to receive their portion of the Merger Consideration Shares pursuant to the Merger Agreement.

Issuance of Share Consideration

In connection with the Acquisition Merger, fractional shares of the Purchaser Ordinary Shares that would otherwise be issued to the Tianji Shareholders will be rounded down to the nearest whole share.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for our IPO and after our IPO, searching for a business combination target. Following our IPO, we will not generate any operating revenues until after completion of our Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after our IPO. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our financial statements. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

For the year ended December 31, 2024, we had a net income of $1,442,593 which consists of investment income earned on investments held in trust account of $2,377,420 partially offset by operating costs of $551,662 and loss on modification of deferred underwriter commission of $378,501 and interest expense of $4,664.

For the year ended December 31, 2023, we had a net income of $2,424,391 which consists of investment income earned on investments held in trust account of $3,486,597 partially offset by operating costs of $1,062,206.

As of December 31, 2024, we had cash of $66,985 on our balance sheet and a working capital deficit of $2,857,923.

From July 2024 to December 2024, the Company borrowed $775,000 from Tianji and its subsidiaries. These amounts are unsecured, non-interest bearing and due on demand. The Company recorded them as due to third party on the balance sheet. As of December 31, 2024, the total due to third party was $775,000. From January 2025 to March 2025, the Company borrowed $200,000 from Tianji and its subsidiaries, these amounts are unsecured, non-interest bearing and due on demand. Up to the date the financial statements were issued, the Company received $975,000 from Tianji and its subsidiaries in total.

On August 5, 2024, the Company borrowed $300,000 from another unrelated third party, by issuing a promissory note. The unpaid principal balance of this note bears an annual interest rate of nine point one two seven percent (9.127%) per annum. The note will be due two months after executed. On August 6, 2024, the Company received the $300,000 in full under such note. On September 10, 2024, and September 27, 2024, the Company repaid $100,000 and $150,000, respectively, to the payee, leaving $50,000 in principal unpaid as of December 31, 2024. For the year ended December 31, 2024, the Company recorded $4,664 in interest expenses under the promissory note - third party. As of December 31, 2024, the total outstanding under the promissory note - third party was $54,664. On October 5, 2024, the remaining principal of $50,000 was due and will be payable on demand. Up to the date the financial statements were issued, the principal of $50,000 remained unpaid and past due.

Going Concern Consideration

The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15,“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an Initial Business Combination by August 12, 2025 (subject to the Amended Extension Payment is made as required for each monthly extension), the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023 - 07 in fiscal year 2024 and there was no significant impact.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Fiscal Results

As of the date of this report, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

On October 16, 2025, the Company entered into Amendment No. 1 to the Merger Agreement. 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. Under this agreement, Tianji is obligated to pay $275,000 and delayed deposit interest by October 31, 2025. If Tianji breaches this Amendment, the Company is entitled to a late charge equal to five percent (5.0%) of such payment past due for ten (10) or more calendar days. On October 16, 2025, November 3, 2025 and November 13, 2025, Tianji transferred $100,000, $100,000 and $75,000, respectively, for an aggregated of $275,000, to the Company. Using the funds received from Tianji, the Company deposited $200,000 into the Trust Account on November 17, 2025.

For the three months ended September 30, 2025, we had a net income of 18,447, which consists of investment income earned on cash and investments held in trust account of $287,440, partially offset by operating costs of $267,843 and interest expense of $1,150. For the three months ended September 30, 2024, we had a net income of $277,631 which consists of investment income earned on cash and investments held in trust account of $581,984 partially offset by operating costs of $350,840 and interest expense of $3,513.