Jingyu Wang

About Jingyu Wang

• Chief Executive Officer (since Dec 2022) and Chairman of the Board at Embrace Change Acquisition Corp. (EMCG); age 33; LL.B., China University of Political Science and Law (2012) .
• Background: Former Board Secretary at 36Kr Holdings (Nasdaq: KRKR) from 2015–2021; served as advisor to EMCG before CEO appointment .
• Tenure context and performance backdrop: EMCG is a pre‑combination SPAC with no operating revenues; stockholders’ redemption price rose from ~$11.36 (Jul 29, 2024) to ~$12.08 (Aug 7, 2025) as trust earnings accrued .
• Key risks during tenure: late extension deposits to trust ($675k arrears as of Jul 2025), Nasdaq 36‑month delisting exposure if timeline extended, CFIUS sensitivity given foreign‑person status; merger agreement signed Jan 26, 2025 with Tianji Tire Global (Cayman) .

Past Roles

External Roles

Fixed Compensation

EMCG pays no cash compensation to officers or directors prior to or in connection with the business combination; only reimbursement of out‑of‑pocket expenses is permitted. Compensation post‑combination will be set by the new board .

Performance Compensation

• No equity or cash incentive awards (RSUs/PSUs/options) are granted to officers or directors prior to the initial business combination; any future compensation will be determined by the post‑merger board .

Equity Ownership & Alignment

• Officer/director direct holdings: Proxy tables show no ordinary shares reported for Wang (or other insiders) as of record dates; sponsor Wuren Fubao Inc. holds a controlling stake; Wang is CEO/Chair but not listed as beneficial owner of sponsor shares in proxies .
• Sponsor economics: Founder Shares (1,848,214) bought for $25,000; 373,750 private units purchased at $10 each; founder/private securities become worthless if no business combination (aligns sponsor incentives to close) .
• Lock‑ups/transfer limits: Letter agreements restrict transfer of insider shares until the earlier of 6 months post‑closing or a liquidation/merger event; warrants in private units non‑redeemable if held by sponsor/permitted transferees .

Additional alignment considerations:

• Pledging/hedging: No pledging disclosures; company has not adopted an insider trading policy (red flag) .
• Ownership guidelines: None disclosed for executives/directors .

Employment Terms

• No employment agreements, severance, or retention arrangements for officers; no action to ensure management remains post‑combination; compensation post‑close to be set by new board/committee of independents .
• Non‑compete/non‑solicit/garden leave: Not disclosed.
• Change‑of‑control: Not applicable in SPAC stage; sponsor/insider founder/private securities subject to liquidation risk if no deal closes .

Board Governance

• Roles: Wang serves as both CEO and Chairman (dual role) .
• Board and committee structure (10‑K): Three independent directors (Xiao, Mo Zhou, Hang Zhou) with Audit (Xiao chair), Compensation (Hang Zhou chair), Nominating/Governance membership across all three; Wang is not on committees .
• Changes: Mo(u) Zhou resigned as independent director on Mar 27, 2025; resignation was not due to a dispute; committees will need recomposition to maintain independence and charters .
• Independence status: Majority independent pre‑resignation; independence defined by Nasdaq; independent‑only sessions held .
• Lead Independent Director: Not disclosed .
• Attendance rates/executive sessions: Not disclosed .

Director Compensation

• Pre‑combination: No cash/equity retainer to directors; expense reimbursement only .
• Ownership/deferral programs: Not disclosed .

Compensation Structure Analysis (Signals)

• Guaranteed vs. at‑risk: 100% of Wang’s pre‑combination “compensation” is effectively at risk through sponsor outcomes and reputation; no cash or time‑based equity creates low pay leakage but increases incentive to close a deal (alignment with founder/private unit value) .
• Metric design: No pre‑combination performance metrics (e.g., TSR/EBITDA) exist; post‑combination metrics will be set by new board .
• Repricing/modification: Underwriter deferred compensation was modified (cut from $2.59M cash to $750k cash + 200k shares at close), improving deal feasibility; not an executive award but affects incentives to close .
• Insider trading controls: Absence of an insider trading policy is a governance red flag to remediate pre‑close .

Related Party Transactions (and Alignment Implications)

• CFO convertible notes: $841,112 of convertible promissory notes from CFO (Oct 2023–Dec 2024), convertible into private units at $10 upon business combination; plus $144,060 of CFO paid expenses (due on demand); creates insider economic exposure to de‑SPAC closing .
• Financing from Tianji (proposed target): $775,000 in 2H24 and $200,000 in 1Q25 borrowed from Tianji and its subsidiaries, unsecured and due on demand; underscores target‑sponsor dependence pre‑close (potential conflict optics) .
• Third‑party note: $300,000 note at 9.127% in Aug 2024; $50k principal past due as of reporting; liquidity pressure indicator .
• Sponsor extension payments: Requirement to deposit $75,000 per month for extensions; company fell behind by $675,000 in deposits as of Jul 2025 (later sought shareholder approval for a no‑deposit 12‑month extension) .

Risk Indicators & Red Flags

• Listing risk: Nasdaq 36‑month rule triggers suspension/delisting if business combination not completed by Aug 9, 2025; if extended to Aug 2026, delisting from Nasdaq expected (migration to OTC possible) .
• Governance: CEO/Chair dual role; loss of one independent director (Mo Zhou) in Mar 2025; absence of insider trading policy .
• Regulatory/CFIUS: CEO is PRC citizen; SPAC considered a “foreign person,” potentially limiting U.S. targets and elongating closing timelines; explicit disclosure of CFIUS risks .
• Liquidity: Working capital deficit of ~$2.86M at Dec 31, 2024; going concern disclosure tied to Aug 12, 2025 deadline; reliance on insider and target entity financing .
• Extension arrears: Behind on trust deposit extensions by $675k as of Jul 2025 .
• Late filings/fees history: 2024 episodes of Nasdaq deficiency notices for late filings and fee payment, later remediated; panel monitoring remains through Sept 16, 2025 .

Performance & Track Record (EMCG context)

Compensation Committee Analysis

• Composition and independence (pre‑resignation): Hang Zhou (Chair), Jiangping (Gary) Xiao, Mo Zhou; all independent per Nasdaq; charter allows external advisors and requires independence assessment .
• Consultant conflicts: None disclosed; no executive pay program to evaluate pre‑combination .
• Committee changes needed post‑resignation of Mo Zhou to maintain chartered independence and workload .

Board Service History and Dual‑Role Implications (Wang)

• Board service: Director and Chairman; signs shareholder meeting materials (letters/notices) in 2024 and 2025 .
• Committees: Not a member of Audit/Compensation/Nominating; these are staffed by independents .
• Independence: As CEO/Chair, Wang is not independent; dual role concentrates authority; monitoring via independent committees is critical; lead independent director is not disclosed .
• Attendance/tenure: Attendance not disclosed; CEO since Dec 2022; director since Dec 2022 .

Investment Implications

• Alignment: Pre‑combination, Wang’s direct pay is $0, and insiders’ economics hinge on closing a deal (founder/private securities), aligning toward transaction completion but potentially increasing risk of suboptimal target quality; presence of target‑provided bridge financing raises conflict optics to monitor .
• Governance quality: CEO/Chair dual role, independent director resignation, and absence of an insider trading policy are governance headwinds; however, independent committees exist and should be promptly reconstituted to replace the resigned director .
• Execution risk: Extension deposit arrears, prior Nasdaq deficiencies, mandatory panel monitoring, and 36‑month rule exposure create elevated closing risk; a successful shareholder vote to extend without deposits helps runway but likely at the cost of a Nasdaq delisting to OTC, impacting liquidity and investor base .
• Regulatory risk: CFIUS sensitivity given foreign‑person status and PRC citizenship of CEO can narrow target set and elongate timelines; Tianji is Cayman‑based but diligence on ultimate operations is key .
• Trading signals: Post‑close lock‑ups (6 months) should temper insider selling pressure initially; watch for any Form 4 activity after lock‑up expiry; monitor completion conditions (minimum cash), redemptions, and financing backstops to gauge dilution and float .