Embrace Change Acquisition (EMCG) entered into a definitive merger agreement with Tianji Tire Global, a tire manufacturer based in mainland China, for a proposed transaction valued at $450 million, the companies said Monday.

Upon closing, Tianji will become publicly listed on Nasdaq and the combined company will be named Tianji Tire Global Group, according to a joint statement.

The consideration will be payable by newly issued securities of the combined company valued at $10 per share, the companies said, adding cash proceeds raised from the transaction will be used to support the company's growth capital needs and for general working capital purposes.

After closing, Tianji shareholders are expected to retain a majority of the outstanding shares of the combined company and the Tianji management team, led by its Chief Executive Hailong Cheng, will continue to run it, the companies said.

The companies also said their respective boards of directors have unanimously approved the transaction, which is expected to be completed in mid-2025.