Piermont Valley Acquisition Corp (CMCAF) inks Tigerless merger amid going-concern risks
Piermont Valley Acquisition Corp., a Cayman Islands SPAC, reported a small net loss of $5,402 for the quarter ended June 30, 2026, with minimal cash outside the trust of $2,875 and cash and cash equivalents in its trust account of $2,478,814 tied to 204,450 redeemable Class A shares.
The company remains a shell and has not generated operating revenue; income comes from trust investment and dividend income. Extensive prior redemptions have reduced the original $234.6 million trust to its current level. Working capital shows a deficit of $352,705, including a related-party note payable of $276,521.
Piermont Valley entered into a Merger Agreement with Tigerless Health, Inc. in April 2026, under which a new Nevada holding company, Pubco, is expected to become the public parent, with Tigerless shareholders expected to hold a majority and Tigerless’s founder eligible for up to 10,000,000 earn-out shares. Closing is subject to shareholder approvals, SEC effectiveness of a Form S-4, listing of Pubco shares and securing at least $5,000,000 of PIPE financing, for which no commitments yet exist.
The company’s securities were delisted from Nasdaq in June 2024 for not completing a business combination within 36 months. Management discloses substantial doubt about the company’s ability to continue as a going concern if a business combination is not completed by March 3, 2027 and additional financing is not obtained.
Positive
- Merger Agreement with Tigerless Health signed in April 2026, with Pubco expected to become the public parent and Tigerless equity holders expected to own a majority after closing.
- Trust account preserved at $2,478,814 as of June 30, 2026, with no withdrawals for taxes or other permitted purposes, providing a remaining cash pool for the proposed business combination.
- Private placement warrants and certain sponsor-related liabilities cancelled and treated as capital contributions, which reduced shareholders’ deficit during the transition to the new sponsor.
Negative
- Substantial doubt going-concern disclosure: only $2,875 of cash outside the trust and a working capital deficit of $352,705, with liquidation required if no business combination by March 3, 2027.
- Loss of Nasdaq listing: Nasdaq staff delisted the company’s securities in June 2024 for not completing a business combination within 36 months of its IPO registration effectiveness.
- Severe capital shrinkage from redemptions, including approximately $197.2 million, $33.6 million and $11.64 million removed from the trust in three large redemption waves, leaving only 204,450 public shares subject to redemption.
- Dependence on related-party financing: a non-interest-bearing sponsor note of up to $1,000,000 backs working capital, with $276,521 already drawn and repayable or convertible only if a business combination closes.
Filing Explained
As of June 30, 2026, the merger remained incomplete while related-party financing increased the working-capital note to $276,521.
For the quarter ended
The Merger Agreement allows either party to terminate if the Transactions have not been completed by
Key Figures
Key Terms
Business Combination financial
Trust Account financial
non-redemption agreements financial
earn-out consideration financial
going concern financial
PIPE Financing financial
FAQ
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What business combination has Piermont Valley Acquisition Corp (CMCAF) agreed to pursue?
Why does Piermont Valley Acquisition Corp (CMCAF) disclose substantial doubt about going concern?
What happened to Piermont Valley Acquisition Corp (CMCAF)’s Nasdaq listing?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to __________
Commission File Number:
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of incorporation or organization) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 14, 2026, there were 5,954,450 ordinary shares issued and outstanding, consisting of
INDEX
Part I - Financial Information |
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Item 1 – Financial Statements |
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Unaudited Condensed Balance Sheet |
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Unaudited Condensed Statement of Operations |
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Unaudited Condensed Statement of Changes in Shareholders’ Deficit |
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Unaudited Condensed Statement of Cash Flows |
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Notes to Unaudited Condensed Financial Statements |
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 – Quantitative and Qualitative Disclosures About Market Risk |
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Item 4 – Controls and Procedures |
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Part II - Other Information |
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Item 5 – Other Information |
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Item 6 – Exhibits |
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Signatures |
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Part I - Financial Information
Item 1 – Financial Statements
PIERMONT VALLEY ACQUISITION CORP.
UNAUDITED CONDENSED BALANCE SHEETS
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| June 30, 2026 |
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ASSETS: |
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Current assets: |
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Cash |
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Prepaid expenses |
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Total current assets |
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Cash and cash equivalents held in trust |
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Total Assets |
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LIABILITIES, REDEEMABLE SHARES AND SHAREHOLDERS’ DEFICIT |
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Accrued expenses |
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Note payable – related party |
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Total current liabilities |
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Warrant liability - private warrants |
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Warrant liability - public warrants |
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Total liabilities |
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Commitments and contingencies |
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Class A ordinary shares subject to possible redemption; |
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Shareholders’ Deficit: |
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Preferred shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Accumulated deficit |
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Total Shareholders’ Deficit |
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Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit |
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The accompanying notes are an integral part of the financial statements.
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| Table of Contents |
PIERMONT VALLEY ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
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| For The Three Months Ended June 30, 2026 |
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| For The Three Months Ended June 30, 2025 |
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EXPENSES |
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Formation and operating costs |
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TOTAL EXPENSES |
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OTHER INCOME |
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Interest income |
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Change in fair value of warrant liability |
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Bank interest income |
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Dividend income |
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TOTAL OTHER INCOME |
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Net loss |
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Weighted average shares outstanding, basic and diluted |
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Basic and diluted net loss per class A redeemable ordinary share |
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Weighted average shares outstanding, basic and diluted |
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Basic and diluted net loss per class A non-redeemable ordinary share |
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Weighted average shares outstanding, basic and diluted |
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Basic and diluted net loss per class B ordinary share |
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The accompanying notes are an integral part of the financial statements.
| 4 |
| Table of Contents |
PIERMONT VALLEY ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE PERIOD ENDED JUNE 30, 2026
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Balance – March 31, 2026 |
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Current period Accretion |
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Net loss |
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Balance – June 30, 2026 |
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PIERMONT VALLEY ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE PERIOD ENDED JUNE 30, 2025
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| Class B Ordinary Shares |
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Balance – March 31, 2025 |
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Current period Accretion |
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Net loss |
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Balance – June 30, 2025 |
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The accompanying notes are an integral part of the financial statements.
| 5 |
| Table of Contents |
PIERMONT VALLEY ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
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| For The Three Months Ended June 30, 2026 |
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| For The Three Months Ended June 30, 2025 |
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Cash Flows From Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
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Loss on change in fair value of warrant liability |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable and accrued expenses |
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Net Cash Used In Operating Activities |
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Cash Flows From Investing Activities: |
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Purchase of property and equipment |
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Net Cash Used In Investing Activities |
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Cash Flows From Financing Activities: |
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Proceeds from related-party financing |
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Net Cash Provided By Financing Activities |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents - beginning of period |
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Cash and cash equivalents - end of period |
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Supplemental Schedule of Non-Cash Financing Activities: |
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Remeasurement of Class A ordinary shares subject to possible redemption |
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The accompanying notes are an integral part of the financial statements.
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| Table of Contents |
PIERMONT VALLEY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS JUNE 30, 2026
NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Piermont Valley Acquisition Corp (formerly Capitalworks Emerging Markets Acquisition Corp) (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has entered into a Merger Agreement (defined below) with Tigerless Health Inc. (“Tigerless”), which remains subject to shareholder, SEC, financing, listing and other closing conditions. Accordingly, there is no assurance that the transaction will close. We have neither engaged in any operations nor generated any operating revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
As of June 30, 2026, the Company had not commenced substantive operations. All activity from April 20, 2021 (inception) through June 30, 2026 related to the Company’s formation, its Initial Public Offering, the identification and evaluation of prospective business-combination targets, and activities related to the proposed Business Combination with Tigerless. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company generates non-operating income in the form of dividend and interest income earned on amounts held in the Trust Account and interest income earned on cash held outside the Trust Account.
On May 12, 2021, CEMAC Sponsor LP purchased an aggregate of
On December 3, 2021, the Company consummated an initial public offering of
Simultaneously with the closing of the Public Offering, the Company completed the private sale of an aggregate of 10,500,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”), each exercisable to purchase one Class A ordinary share for $11.50 per share, subject to adjustment, to CEMAC Sponsor LP, at a price of $
The Company previously entered into a Forward Purchase Agreement, as amended, with Camber Base, LLC, an affiliate of Brown University, pursuant to which Camber or its affiliates could have purchased up to $
On March 1, 2023, the Company entered into a definitive business combination agreement (the “Lexasure Business Combination Agreement”) with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, “Lexasure”) and certain other parties .
On May 18, 2023 and May 22, 2023, certain unaffiliated investors (the “Non-Redeeming Investors”) entered into non-redemption agreements (the “2023 Non-Redemption Agreements”) with CEMAC Sponsor LP (the “IPO Sponsor”), pursuant to which the investors agreed (i) not to redeem an aggregate of up to 4,399,737 Class A ordinary shares in connection with the First Extension and (ii) to vote those shares in favor of the First Extension. In consideration of those commitments, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, the IPO Sponsor (or its designees) agreed to surrender and forfeit to the Company, for no consideration, an aggregate of
| 7 |
| Table of Contents |
On May 23, 2023, the Company held an extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which we must (1) consummate our Business Combination, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering, with up to three optional additional extensions by an additional month each time, at the option of our board of directors, until March 3, 2024 (the “First Extension”). In connection with the First Extension, shareholders holding
On February 27, 2024, in connection with the extension of the date by which the Company was required to consummate an initial business combination, the Company entered into non-redemption agreements with certain unaffiliated investors. Under these agreements, such investors agreed not to redeem their public shares, and the sponsor agreed to forfeit up to
On February 29, 2024, the Company held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2024 to March 3, 2025, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Second Extension”). In connection with the Second Extension, shareholders holding
On March 22, 2024, the parties to the Lexasure Business Combination Agreement entered into a Termination and Release Agreement pursuant to which they agreed to terminate the Lexasure Business Combination Agreement and the transactions contemplated thereby.
On April 19, 2024, the IPO Sponsor entered into a securities purchase agreement with Vikasati Partners LLC (“Vikasati Partners” and together with the IPO Sponsor, the “Prior Sponsors”), pursuant to which, among other things, Vikasati Partners would purchase (i) one Class B ordinary share of the Company, (ii)
On June 10, 2024, the Company received a notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as the Company was not able to complete a business combination within 36 months of the effectiveness of its IPO registration statement, or March 5, 2024, as required under Nasdaq Listing Rule IM-5101-2 (the “Rule”), the Company did not comply with the Rule and its securities were subject to delisting. In that regard, the Staff determined that the Company’s securities would be delisted from trading on Nasdaq and suspended at the opening of business on June 12, 2024. The Notice indicated that the Company had the right to appeal the Staff’s determination to a hearings panel. However, pursuant to Nasdaq Listing Rule5815(c)(1)(H), in the case of a company whose business plan is to complete one or more acquisitions, such as the Company, where the Notice is based on a failure to satisfy the requirement of the Rule to consummate a business combination within 36 months, the panel may only reverse the delisting decision where there has been a factual error applying the Rule. Based on the foregoing, the Company decided not to appeal the suspension.
On February 28, 2025, the Company held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2025 to March 3, 2026, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Third Extension”). In connection with the Third Extension, shareholders holding
In February 2025, the Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp.
Effective as of July 11, 2025, the Company, Vikasati Partners and Valleypark Road, LLC (“Valleypark” or the “New Sponsor”) entered into a purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) Vikasati Partners transferred to Valleypark an aggregate of 2,238,999 Class A Ordinary Shares, par value $0.0001 per share, of the Company and 1 Class B Ordinary Share, par value $0.0001 per share, of the Company; (b) the Company, Valleypark and Vikasati Partners executed an amendment to the letter agreement originally executed in connection with the Company’s IPO; (c) Vikasati Partners gave to Valleypark the irrevocable right to vote the shares retained by it on its behalf and the Prior Sponsors agreed to take certain other actions on its behalf with respect to certain matters; and (d) the Prior Sponsors agreed to cancel an aggregate of
| 8 |
| Table of Contents |
Effective as of August 14, 2025, our Board of Directors dismissed Marcum LLP (“Marcum”) as our independent registered public accounting firm. Effective as of August 15, 2025, our Board of Directors approved the appointment of Aloba, Awomolo & Partners (“Aloba”) as our independent registered public accounting firm. Marcum’s audit reports on our financial statements for the fiscal years ended March 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle, except for a paragraph relating to substantial doubt about our ability to continue as a going concern. During the two most recent fiscal years ended March 31, 2023 and 2022 and the subsequent interim period through August 14, 2025, there were no disagreements or reportable events between us and Marcum, except that, as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, we identified a material weakness in internal control over financial reporting related to the accounting for complex financial instruments and the restatement of previously issued financial statements.
On August 14, 2025, Valleypark agreed to loan to us up to an aggregate of $
Effective February 24, 2026, the Company and the New Sponsor entered into a non-redemption agreement with an unaffiliated third-party shareholder pursuant to which such shareholder agreed not to redeem an aggregate of 200,000 Class A ordinary shares in connection with the March 2, 2026 extension meeting. In exchange for the foregoing commitment, the New Sponsor agreed to transfer to such shareholder, immediately prior to the closing of the initial Business Combination, an aggregate of 90,000 Founder Shares held by the New Sponsor, provided that such shareholder did not exercise its redemption rights with respect to such shares in connection with the extension meeting.
On March 2, 2026, the Company held an extraordinary general meeting of shareholders at which the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial Business Combination from March 3, 2026 to March 3, 2027. In connection with the Fourth Extension, shareholders holding 536 Class A ordinary shares exercised their right to redeem such shares at a per share redemption price of $12.02. As a result, $6,442 was removed from the Trust Account to pay such holders. Following the Fourth Extension, 204,450 Class A ordinary shares subject to possible redemption remained outstanding.
During the year ended March 31, 2026, the Company recorded the waiver and forgiveness of certain liabilities by the Prior Sponsors and related parties in connection with the previously disclosed transition to New Sponsor. As part of this transition, Vikasati Sponsor waived and forgave amounts due to related parties, cancelled private placement warrants, waived notes payable, and forgave a related party note. These items were recorded as capital contributions and resulted in a reduction of the Company’s shareholders’ deficit. The decrease in shareholders’ deficit was partially offset by the net loss incurred during the period and accretion related to redeemable shares.
Initial Public Offering
The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of
On December 3, 2021, the underwriters purchased an additional
As of December 3, 2021, transaction costs amounted to $
| 9 |
| Table of Contents |
Following the closing of the Initial Public Offering on December 3, 2021, an amount of $
The following table presents a roll-forward of the amounts held in the Trust Account from the initial funding of the Trust Account through June 30, 2026:
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Balance at inception |
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Initial funding of Trust Account in connection with the Initial Public Offering and full exercise of the over-allotment option |
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Interest and investment income earned |
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Balance at March 31, 2022 |
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Interest and investment income earned |
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Balance at March 31, 2023 |
| $ |
| |
Redemptions in connection with May 2023 extension vote |
|
| ( | ) |
Extension contributions deposited into Trust Account |
|
|
| |
Interest and investment income earned |
|
|
| |
Redemptions in connection with February 2024 extension vote |
|
| (33,616,850 | ) |
Balance at March 31, 2024 |
| $ |
| |
Redemptions in connection with February 2025 extension vote |
|
| ( | ) |
Interest and investment income earned |
|
|
| |
Balance at March 31, 2025 |
| $ |
| |
Redemptions in connection with March 2026 extension vote |
|
| ( | ) |
Investment income earned |
|
|
| |
Balance at March 31, 2026 |
| $ |
| |
Investment income earned |
|
|
| |
Balance at June 30, 2026 |
| $ |
| |
No amounts were withdrawn from the Trust Account during the periods presented to pay taxes or as permitted withdrawals. As a Cayman Islands exempted company, the Company is not subject to Cayman Islands income, corporation, capital gains or franchise taxes, and the Company has not been required to make any withdrawals from the Trust Account to satisfy U.S. federal or state income tax obligations or other permitted withdrawals during any of the periods presented.
Business Combination
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement, although substantially all of the net proceeds are intended to be and have been applied generally toward consummating a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires
The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).
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| Table of Contents |
All of the Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Charter”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., the Public Warrants), the initial carrying value of the Class A ordinary shares (as defined in Note 7) classified as temporary equity were allocated proceeds determined in accordance with ASC Topic 470-20, “Debt with Conversion and other Options”. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and are classified as such on the Company’s balance sheets until such date that a redemption event takes place. Redemptions of the Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Business Combination.
If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) and any Public Shares held by them have agreed to vote in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.
If the Company has not completed a Business Combination within the time period provided in its Charter, as may be amended by shareholders (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The holders of the Founder Shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if they or any of their affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
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| Table of Contents |
In order to protect the amounts held in the Trust Account, the Prior Sponsors have agreed that they will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $
Redemption and Extension
On May 18, 2023 and May 22, 2023, certain unaffiliated investors (the “Non-Redeeming Investors”) entered into non-redemption agreements (the “2023 Non-Redemption Agreements”) with CEMAC Sponsor LP (the “IPO Sponsor”), pursuant to which the investors agreed (i) not to redeem an aggregate of up to
On May 23, 2023, the Company held an extraordinary general meeting of shareholders (the “2023 Extraordinary Meeting”), at which the shareholders approved, among other matters, an amendment to extend the date by which the Company was required to consummate an initial Business Combination to March 3, 2024. In connection with the meeting, holders of
On May 23, 2023, the Company issued an aggregate of
On February 29, 2024, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2024 to March 3, 2025, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Second Extension”). In connection with the Second Extension, shareholders holding 3,036,666 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of $11.07. As a result, approximately $33,616,850 was removed from our Trust Account to pay such holders.
On April 19, 2024, the IPO Sponsor entered into a securities purchase agreement with Vikasati Partners, pursuant to which, among other things, Vikasati Partners would purchase (i) one Class B ordinary share of the Company, (ii) 3,925,000 Class A ordinary shares of the Company and (iii) 7,605,000 private placement warrants of the Company from the IPO Sponsor, the existing directors and officers of the Company would resign, and new directors and officers designated by Vikasati Partners would be appointed. On April 25, 2024, the parties closed the transactions contemplated by the securities purchase agreement. Effective upon the closing on April 25, 2024, the Company’s then-existing directors and officers resigned and new directors and officers designated by Vikasati Partners were appointed.
On February 28, 2025, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2025 to March 3, 2026, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Third Extension”). In connection with the Third Extension, shareholders holding 1,006,745 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $11.56. As a result, approximately $11.64 million was removed from our Trust Account to pay such holders. The Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp.
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| Table of Contents |
Effective as of July 11, 2025, the Company, Vikasati Partners and the New Sponsor entered into a purchase agreement. Pursuant to the purchase agreement, among other things: (a) Vikasati Partners transferred to the New Sponsor an aggregate of 2,238,999 Class A Ordinary Shares and 1 Class B Ordinary Share; (b) the Company, the New Sponsor and Vikasati Partners executed an amendment to the letter agreement originally executed in connection with the Company’s IPO; (c) Vikasati Partners gave to the New Sponsor the irrevocable right to vote the shares retained by it on its behalf and the prior sponsors agreed to take certain other actions on its behalf with respect to certain matters; and (d) the prior sponsors agreed to cancel an aggregate of 11,700,000 private placement warrants purchased at the time of the IPO.
Effective February 24, 2026, the Company and the New Sponsor entered into a non-redemption agreement with an unaffiliated third-party shareholder, pursuant to which the shareholder agreed not to redeem
On March 2, 2026, the Company held the Fourth Extension Meeting at which shareholders approved, by special resolution, the proposal to amend and restate the Company's amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2026 to March 3, 2027, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the "Fourth Extension"). The Fourth Extension proposal passed with 5,950,000 votes for, zero against, and one abstention. In connection with the Fourth Extension, shareholders holding
Merger Agreement
On April 17, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tigerless Health, Inc., a New York corporation (“Tigerless”), Tigerless AI Holdings Inc., a Nevada corporation and wholly-owned subsidiary of Tigerless (“Pubco”), Tigerless Merger Sub 1 Corp., a New York corporation and wholly-owned subsidiary of Pubco (“Merger Sub 1”), and Tigerless Merger Sub 2 Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Merger Sub 2”). The Merger Agreement provides for a business combination transaction (the “Transactions”) pursuant to which, among other things, (i) Tigerless will merge with and into Merger Sub 1, with Tigerless surviving the merger as a wholly-owned subsidiary of Pubco (the “Reorganization Merger”), and (ii) immediately thereafter, Merger Sub 2 will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Pubco (the “Acquisition Merger” and together with the Reorganization Merger, the “Mergers”). Following the closing of the Transactions (the “Closing”), Pubco is expected to be the publicly traded parent company and the combined business of Tigerless and the Company will operate through Pubco and its subsidiaries.
At the effective time of the Acquisition Merger, each issued and outstanding ordinary share of the Company is expected to be cancelled and converted into the right to receive one share of Pubco Class A common stock, and the Company’s outstanding warrants will be converted into warrants exercisable for shares of Pubco Class A common stock in accordance with their terms. In connection with the Reorganization Merger, each share of Tigerless capital stock will be converted into the right to receive shares of Pubco Class A or Class B common stock, as applicable, based on the exchange ratio set forth in the Merger Agreement. Following the Closing, former stockholders of Tigerless are expected to own a majority of the outstanding equity interests of Pubco.
The Merger Agreement also provides for contingent post-closing earn-out consideration. Zikang Wu, the founder and Chief Executive Officer of Tigerless and the expected Chief Executive Officer and a director of Pubco, is currently expected to be the only pre-closing Tigerless stockholder eligible to receive earn-out consideration. If all applicable earn-out conditions are satisfied, Mr. Wu may receive up to 10,000,000 shares of Pubco Class A common stock.
The consummation of the Transactions is subject to customary closing conditions, including, among others, the approval of the Company’s shareholders, the approval of Tigerless’s stockholders, the effectiveness of the registration statement on Form S-4 submitted by Pubco to the Securities and Exchange Commission (the “SEC”), and the absence of any order or law prohibiting the Transactions. The parties intend to cause Pubco to apply to list its Class A common stock on The Nasdaq Stock Market (or another national securities exchange) in connection with the Closing, although there can be no assurance that such listing will be obtained.
In connection with the Transactions, the Company and Tigerless have agreed to use their reasonable best efforts to identify and obtain commitments from investors for a private investment in public equity financing (the “PIPE Financing”) in an aggregate amount of at least $5,000,000, to be consummated concurrently with or immediately prior to the Closing. The terms of any such PIPE Financing have not yet been determined, and there are currently no binding commitments or agreements in place for the PIPE Financing.
The Merger Agreement includes customary representations, warranties and covenants of the parties, including, among others, covenants regarding the conduct of their respective businesses prior to the Closing and obligations to cooperate in preparing and filing the registration statement on Form S-4 and related proxy statement/prospectus. The Merger Agreement also contains termination rights for both the Company and Tigerless, including the right to terminate the agreement if the Transactions have not been consummated on or before September 30, 2026; provided that such date will be automatically extended to December 31, 2026 if the registration statement has not been declared effective by the SEC on or prior to September 30, 2026, subject to the terms and conditions of the Merger Agreement.
| 13 |
| Table of Contents |
Going Concern Consideration
As of June 30, 2026, the Company had $
Risks and Uncertainties
Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities.
Management continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that these types of risks could have a negative effect on the Company’s financial position, results of operations and/or ability to consummate the proposed Business Combination with Tigerless or another Business Combination, the specific impact is not readily determinable as of the date of issuance of these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The accompanying financial statements do not include any adjustments that might result from the outcome of the above uncertainties.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, including the instructions to Form 10-Q and Article 8 of Regulation S-X applicable to smaller reporting companies. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In management’s opinion, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. The results for the three months ended June 30, 2026 are not necessarily indicative of results that may be expected for the full fiscal year or any future period.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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| Table of Contents |
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the accompanying financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet.
Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $
At June 30, 2026 and March 31, 2026, the assets held in the Trust Account were maintained in an interest-bearing bank deposit account and a money-market mutual fund that invests primarily in short-term U.S. Treasury securities. The Company considers these holdings to be cash equivalents because they are highly liquid and readily convertible to known amounts of cash. The money-market mutual fund is carried at fair value, which approximates its net asset value, and the bank deposit is carried at cost, which approximates fair value. Dividend income earned on the money-market mutual fund and interest income earned on the bank deposit are recognized in the statements of operations as earned.
As of June 30, 2026 and March 31, 2026, cash and cash equivalents held in the Trust Account were $
The following table reconciles cash and cash equivalents presented in the balance sheets to the total cash and cash equivalents shown in the statements of cash flows:
Period |
| Cash outside the Trust Account |
|
| Cash and cash equivalents held in the Trust Account |
|
| Total cash and cash equivalents |
| |||
June 30, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
March 31, 2026 |
| $ |
|
| $ |
|
| $ |
| |||
June 30, 2025 |
|
|
|
| $ |
|
| $ |
| |||
March 31, 2025 |
| $ |
|
| $ |
|
| $ |
| |||
Offering Costs associated with the Initial Public Offering
The Company complies with ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Total offering costs were $
Class A Ordinary Shares subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480. Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2026, and March 31, 2026,
| 15 |
| Table of Contents |
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. As of June 30, 2026, the change in the carrying value of redeemable Class A ordinary shares resulted in charges against deficit of approximately $
At June 30, 2026 and March 31, 2026, the Class A ordinary shares reflected in the accompanying balance sheets is reconciled in the following table:
|
| Shares |
|
| Amount |
| ||
Gross proceeds |
|
|
|
| $ |
| ||
Less: |
|
|
|
|
|
|
|
|
Transaction costs allocated to Class A ordinary shares |
|
|
|
|
|
| ( | ) |
Proceeds allocated to Forward Purchase Agreement |
|
|
|
|
|
| ( | ) |
Proceeds allocated to Public Warrants |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
| ( | ) |
Plus: |
|
|
|
|
|
|
|
|
Remeasurement of carrying value to redemption value |
|
|
|
|
|
|
| |
Class A ordinary shares subject to possible redemption – March 31, 2022 |
|
|
|
|
|
| ||
Plus: |
|
|
|
|
|
|
|
|
Current period remeasurement of carrying value to redemption value |
|
|
|
|
|
|
| |
Class A ordinary shares subject to possible redemption – March 31, 2023 |
|
|
|
| $ |
| ||
Less: |
|
|
|
|
|
|
|
|
Redemption of Class A ordinary shares |
|
| ( | ) |
|
| ( | ) |
Plus: |
|
|
|
|
|
|
|
|
Current period remeasurement of carrying value to redemption value |
|
|
|
|
|
|
| |
Class A ordinary shares subject to possible redemption – March 31, 2024 |
|
|
|
|
|
| ||
Less: |
|
|
|
|
|
|
|
|
Redemption of Class A ordinary shares |
|
| ( | ) |
|
| ( | ) |
Plus: |
|
|
|
|
|
|
|
|
Current period remeasurement of carrying value to redemption value |
|
|
|
|
|
|
| |
Class A ordinary shares subject to possible redemption – March 31, 2025 |
|
|
|
|
|
| ||
Less: |
|
|
|
|
|
|
|
|
Redemption of Class A ordinary shares |
|
| ( | ) |
|
| ( | ) |
Plus: |
|
|
|
|
|
|
|
|
Current period remeasurement of carrying value to redemption value |
|
|
|
|
|
|
| |
Class A ordinary shares subject to possible redemption – March 31, 2026 |
|
|
|
|
|
| ||
Plus: |
|
|
|
|
|
|
|
|
Current period remeasurement of carrying value to redemption value |
|
|
|
|
|
|
| |
Class A ordinary shares subject to possible redemption – June 30, 2026 |
|
|
|
|
|
| ||
Net income/(loss) per share
Net income/(loss) per share is computed by dividing net income/(loss) by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) exercise of over-allotment, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase
| 16 |
| Table of Contents |
The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
|
| Three Months Ended June 30, 2026 |
| |||||||||
|
| Class A subject to possible redemption |
|
| Class A not subject to redemption |
|
| Class B |
| |||
Allocation of net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic and diluted net loss per share |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended June 30, 2025 |
| |||||||||
|
| Class A subject to possible redemption |
|
| Class A not subject to redemption |
|
| Class B |
| |||
Allocation of net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Basic and diluted weighted average shares outstanding |
|
|
|
|
|
|
|
|
| |||
Basic and diluted net loss per share |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and March 31, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the accompanying balance sheets.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $
Fair Value of Financial Instruments
“Fair value” is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
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· | “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
· | “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
· | “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
See Note 9 for additional information regarding liabilities measured at fair value.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (December 3, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the accompanying balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company determined that the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement were each a derivative instrument. Accordingly, these instruments were measured at fair value at issuance and at each reporting date while outstanding in accordance with ASC Topic 820, “Fair Value Measurement,” with changes in fair value recognized in the statement of operations in the period of change. Following the cancellation of the Private Placement Warrants and termination of the Forward Purchase Agreement, only the Public Warrants remain outstanding and subject to recurring fair value measurement as of June 30, 2026.
Warrant Instruments
The Company accounts for the Public Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815, whereby the Public Warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the Public Warrants as derivative liabilities at fair value and adjusts the liability to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.
The fair value of the Public Warrants was calculated at issuance using a Monte Carlo simulation model. Following the suspension and delisting of the Company’s securities from Nasdaq and the absence of an active market for the Public Warrants, the Company estimates the fair value of the Public Warrants using a binomial lattice model. The valuation models utilize inputs and other assumptions and may not be reflective of the price at which the Public Warrants can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.
The Private Placement Warrants were accounted for as derivative liabilities while outstanding. On July 11, 2025, all
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires enhanced disclosures regarding an entity’s effective tax rate reconciliation and income taxes paid. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025, with early adoption permitted. The Company expects to adopt ASU 2023-09 for its fiscal year beginning April 1, 2026 and is currently evaluating the effect of the amended disclosure requirements on its financial statements.
We do not believe that any other recently issued, but not yet effective, accounting pronouncements would have a material effect on our financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold
On December 3, 2021, the underwriters purchased an additional
As a result of the close of the Initial Public Offering and the full exercise of the over-allotment option, the Company sold a total of
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NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement and sold an aggregate of
On December 3, 2021, the underwriters exercised their over-allotment option in full. In connection with the full exercise of the over-allotment option, the IPO Sponsor purchased an additional
A portion of the proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. The proceeds from the Private Placement held in the Trust Account were subject to the same redemption provisions as the proceeds from the Initial Public Offering.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) were subject to transfer restrictions prior to their cancellation, including limitations on transferability until 30 days after the completion of an initial Business Combination, subject to certain exceptions.
In connection with the transition of control to Valleypark, the Company’s Prior Sponsors agreed to cancel and forfeit all outstanding Private Placement Warrants held by them. As a result, the Private Placement Warrants were cancelled and were no longer outstanding as of the end of the period. The cancellation of the Private Placement Warrants was accounted for as a capital contribution and resulted in the elimination of the related warrant liability from the Company’s balance sheet.
NOTE 5 — RELATED PARTIES
Founder Shares
On May 12, 2021, the IPO Sponsor received
The IPO Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $
On May 23, 2023, the Company issued an aggregate of
On February 24, 2026, the Company and the New Sponsor entered into a non-redemption agreement with an unaffiliated third-party shareholder pursuant to which such shareholder agreed not to redeem an aggregate of
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Note Payable — Related Party
On August 14, 2025, Valleypark agreed to loan the Company up to an aggregate principal amount of $
During the periods presented, Valleypark paid certain operating, formation and transaction costs on behalf of the Company. The Company and Valleypark agreed that such amounts constituted drawdowns under the New WCL Note and were subject to the repayment, conversion and forgiveness provisions of the New WCL Note. As of June 30, 2026 and March 31, 2026, the aggregate principal amounts outstanding under the New WCL Note were $
Promissory Note — Related Party
On May 12, 2021, the Company issued an unsecured promissory note to the Prior Sponsors (the “IPO Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $
Working Capital Loans
In order to finance transaction costs in connection with an initial Business Combination, the New Sponsor or an affiliate of the New Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required. Such working capital loans would be evidenced by promissory notes and may be repaid upon completion of an initial Business Combination, without interest, or, at the lender’s discretion, may be converted upon completion of an initial Business Combination into warrants, subject to the terms of the applicable promissory note or agreement. If an initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay such working capital loans, but no proceeds held in the Trust Account would be used for repayment.
On February 1, the Company entered into a loan agreement with the IPO Sponsor under which the IPO Sponsor LP agreed to provide up to $
On August 14, 2025, the Company issued the New WCL Note to Valleypark. See “Note Payable — Related Party” above for the terms and outstanding balance of the New WCL Note.
Extension Loan
The Company initially had
If the Company anticipated that it would not be able to consummate its initial Business Combination within the initial 15 months and was not entitled to an Automatic Extension, it may, by resolution of the Board if requested by CEMAC Sponsor LP, extend the period of time to consummate a Business Combination by an additional three months (for a total of up to
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Upon the execution of the Lexasure Business Combination Agreement, the Company received an Automatic Extension of the time it had to consummate an initial Business Combination until June 3, 2023 and a Paid Extension was not needed.
On February 28, 2025, the Company held another Extraordinary Meeting, at which the Company’s shareholders approved, among other things, an amendment to the Charter to extend the date by which the Company must consummate an initial Business Combination to March 3, 2026, and to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 3, 2026.
Lexasure Loans
Pursuant to the First Financials Side Letter, Lexasure agreed to loan the Company reasonable amounts that the Company is obligated to deposit into the Trust Account in connection with the Extension and related expenses such as the filing of an additional Quarterly Report on Form 10-Q, up to a maximum of $
Pursuant to the Second Financials Side Letter, the Company has agreed to forbear from enforcing its rights to terminate the Lexasure Business Combination Agreement pursuant to certain termination provisions thereunder, until either December 15, 2023, or December 31, 2023, depending on whether it relates to the PCAOB audited company financials or the PCAOB reviewed quarterly company financials, respectively. In exchange for this forbearance, Lexasure has agreed to loan to the Company reasonable amounts that the Company is obligated to deposit into the Trust Account in connection with extensions and related expenses such as the filing of an additional Quarterly Report on Form 10-Q and the renewal of the Company’s D&O insurance, up to a maximum of $
The Lexasure Business Combination Agreement was terminated, and accordingly, the First Lexasure Loan and Second Lexasure Loan were cancelled and no amounts are outstanding or available to be drawn thereunder.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loan (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans or Extension Loan and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a
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In connection with the sponsor change transaction, the Company received waivers from the underwriters of the deferred underwriting fees and related rights. Accordingly, no deferred underwriting fees remain payable.
Forward Purchase Agreement
The Company previously entered into a Forward Purchase Agreement, as amended, with Camber Base, LLC, an affiliate of Brown University, pursuant to which Camber or its affiliates could have purchased up to $
In connection with the sponsor change transaction, the Forward Purchase Agreement was terminated, and neither party has any further obligations thereunder.
Vendor Agreements
As of June 30, 2026, the Company had accrued professional and other vendor costs of $
Consulting Agreements
On November 27, 2022, the Company entered into an agreement with a transactional and strategic advisory firm (the “First Strategic Advisor”) for advisory services in connection with a potential Business Combination. Pursuant to this agreement, the Company would have been required to pay certain fees upon the consummation of a Business Combination.
In connection with the sponsor change transaction, the consulting agreement with the First Strategic Advisor was terminated, and no amounts are payable thereunder.
On February 1, 2023, the Company entered into a separate agreement with another transactional and strategic advisory firm (the “Second Strategic Advisor”) to provide consulting, advisory and related services in connection with a potential Business Combination.
In connection with the sponsor change transaction, the consulting agreement with the Second Strategic Advisor was terminated, and no shares were issued or are issuable pursuant to the agreement.
Non-Redemption Agreements
The Company initially had until March 3, 2023 to consummate a Business Combination, with an automatic three-month extension if the Company signed a definitive agreement with respect to the Business Combination within such 15-month period, as described in the final prospectus for the Initial Public Offering, filed pursuant to Rule 424(b)(4) with the SEC on December 2, 2021 (File No. 333-260513) (the “IPO Prospectus”).
In February 2023, prior to signing the Lexasure Business Combination Agreement, the Company prepared to hold an extraordinary general meeting of shareholders to, among other things, seek an extension of the time it had to consummate a Business Combination (the “March 2023 Meeting”). On February 27, 2023, in connection with the March 2023 Meeting, the Company and the Sponsor, entered into non-redemption agreements (the “Terminated Non-Redemption Agreements”) with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem up to an aggregate of
Upon the execution of the Lexasure Business Combination Agreement, the Company received the automatic three-month extension of the time to consummate the Business Combination until June 3, 2023. Consequently, the March 2023 Meeting was postponed indefinitely and the Terminated Non-Redemption Agreements automatically terminated per the terms of such agreements.
On May 18, 2023 and May 22, 2023, certain unaffiliated investors (the “Non-Redeeming Investors”) entered into non-redemption agreements (the “2023 Non-Redemption Agreements”) with CEMAC Sponsor LP (the “IPO Sponsor”), pursuant to which the investors agreed (i) not to redeem an aggregate of up to
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The forfeiture and issuance provisions of the 2023 Non-Redemption Agreements, under which the IPO Sponsor would have surrendered and the Company would have issued 1,099,935 shares, were not triggered because the Company did not consummate an initial Business Combination by the then-applicable deadline. No shares were surrendered, forfeited or newly issued under those provisions.
On February 28, 2025, the Company held an extraordinary general meeting of shareholders at which the shareholders approved an amendment to extend the date by which the Company was required to consummate a Business Combination from March 3, 2025 to March 3, 2026. Effective February 27, 2025, the Company and Vikasati Partners LLC entered into a non-redemption agreement and assignment of economic interest with Funicular Funds, LP, pursuant to which Funicular agreed not to redeem
Effective as of July 11, 2025, Vikasati Partners and Valleypark entered into a purchase agreement pursuant to which, among other things, Vikasati Partners transferred to Valleypark an aggregate of
Separate from the untriggered forfeiture and issuance provisions described above,
On March 2, 2026, the Company held another extraordinary general meeting of shareholders at which shareholders approved an amendment to extend the date by which the Company must consummate a Business Combination from March 3, 2026 to March 3, 2027. Effective February 24, 2026, in connection with that meeting, the Company and Valleypark entered into a non-redemption agreement with an unaffiliated third-party shareholder pursuant to which such shareholder agreed not to redeem an aggregate of
Legal Proceedings
As of June 30, 2026, the Company was not a party to any pending legal proceedings and was not aware of any claims or loss contingencies that would have a material adverse effect on its financial position, results of operations or cash flows. The Company evaluates claims and loss contingencies, if any, in accordance with ASC 450, Contingencies.
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preferred Shares
The Company is authorized to issue
Class A Ordinary Shares
The Company is authorized to issue
On May 23, 2023, the Company held the 2023 Extraordinary Meeting, at which the Company's shareholders approved, among other things, an amendment to the Charter to extend the date by which the Company must consummate an initial Business Combination to March 3, 2024, and to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than March 3, 2024. In connection with the vote to approve the extension, holders of
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On May 23, 2023, the Company issued an aggregate of
On February 29, 2024, the Company held another extraordinary general meeting at which its shareholders approved the proposal to further extend the date by which the Company must consummate a business combination to March 3, 2025 (the “Second Extension”). In connection with the Second Extension, shareholders holding
On February 28, 2025, the Company held an extraordinary general meeting at which its shareholders approved an additional extension of the date by which the Company must consummate a business combination to March 3, 2026 (the “Third Extension”). In connection with the Third Extension, shareholders holding
Following these redemptions, a total of
On March 2, 2026, the Company held the Fourth Extension Meeting at which its shareholders approved the Fourth Extension. In connection with the Fourth Extension, shareholders holding
Class B Ordinary Shares
The Company is authorized to issue
Only holders of the Class B ordinary shares have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, including holders of Class A ordinary shares and holders of Class B ordinary shares, will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. In connection with its initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination (or earlier at the option of the holders thereof), on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all the Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
NOTE 8 — WARRANTS LIABILITIES
Public Warrants may only be exercised for a whole number of shares. No fractional warrants were issued upon separation of the Units and only whole warrants trade. The Public Warrants will become exercisable on the later of (a)
The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
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The Company has agreed that as soon as practicable, but in no event later than
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
· | in whole and not in part; |
|
|
· | at a price of $ |
|
|
· | upon a minimum of |
|
|
· | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ |
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
· | in whole and not in part; |
|
|
· | at a price of $ |
|
|
· | upon a minimum of |
|
|
· | if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $ |
|
|
· | if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants, as described above. |
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
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The
The Company accounts for the
The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants are allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants are reclassified as of the date of the event that causes the reclassification.
Upon issuance of the derivative warrants, the Company recorded a derivative liability of $
NOTE 9 — FAIR VALUE MEASUREMENTS
The following table presents information about the Company’s assets and liabilities that are measured at fair value as of June 30, 2026 and March 31, 2026, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description |
| Level |
|
| June 30, 2026 |
|
| March 31, 2026 |
| |||
Assets: |
|
|
|
|
|
|
|
|
| |||
Money-market mutual fund held in Trust Account |
|
| 1 |
|
| $ |
|
| $ |
| ||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Warrant liability – Public Warrants |
|
| 3 |
|
|
|
|
| $ |
| ||
As of June 30, 2026 and March 31, 2026, the Trust Account consisted primarily of investments in a money-market mutual fund that invests in U.S. Treasury securities, together with an interest-bearing bank deposit. The money-market mutual fund invests primarily in short-term U.S. Treasury securities and qualifies as a cash equivalent because it is highly liquid and readily convertible to known amounts of cash. The money-market mutual fund was measured at fair value using quoted market prices and classified within Level 1 of the fair value hierarchy. The interest-bearing bank deposit was carried at cost, which approximated fair value due to its short-term nature, and was not included in the fair value hierarchy.
As of June 30, 2026, the Trust Account also included an interest-bearing bank deposit of $
The Public Warrants and, prior to their cancellation, the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and were presented within liabilities on the accompanying balance sheets. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value recognized in the statements of operations within “change in fair value of warrant liabilities”.
Upon initial issuance, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants and the Forward Purchase Agreement liability. Upon initial issuance, the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement were classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs.
Following the suspension and delisting of the Company’s securities from Nasdaq, the Public Warrants are valued using a binomial lattice model for periods in which no observable traded price is available. The valuation model incorporates significant unobservable inputs, including the underlying share-price assumption, expected volatility, expected term, risk-free interest rate, expected dividend yield and assumptions regarding the probability and timing of a Business Combination. Accordingly, the fair value measurement of the Public Warrants was classified within Level 3 of the fair value hierarchy as of June 30, 2026.
The
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The following table presents the changes in the Level 3 Public Warrant liability for the three months ended June 30, 2026:
|
| Public Warrants |
| |
Fair value as of March 31, 2026 |
| $ |
| |
Change in fair value of warrant liabilities |
|
|
| |
Fair value as of June 30, 2026 |
| $ |
| |
As of June 30, 2026, the Company had
The following table summarizes the significant assumptions used in the binomial lattice model as of June 30, 2026:
Significant input |
| June 30, 2026 |
| |
Underlying share-price assumption |
| $ |
| |
Assumed Business Combination date |
|
| ||
Exercise price |
| $ |
| |
Expected term |
|
| ||
Pre-Business Combination volatility |
|
| % | |
Post-Business Combination volatility |
|
| % | |
Risk-free interest rate |
|
| % | |
Probability of completing a Business Combination |
|
| % | |
Expected dividend yield |
|
| % | |
Significant increases in the underlying share-price assumption, post-Business Combination volatility or probability of completing a Business Combination, in isolation, would generally result in a higher fair value of the Public Warrants. Significant decreases in those assumptions, in isolation, would generally result in a lower fair value of the Public Warrants.
NOTE 10 — SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are components of an enterprise for which separate financial information is available and regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance.
The Company’s CODM is its Chief Executive Officer, who reviews the operating results and financial information of the Company as a whole. The Company is a blank check company that has not commenced substantive operations and has not generated operating revenues. Accordingly, management has determined that the Company has one operating segment and one reportable segment.
When evaluating the Company’s performance and making resource-allocation decisions, the CODM reviews formation and operating costs, net loss and the level of available cash resources, including cash held outside the Trust Account and cash and cash equivalents held in the Trust Account, together with the Company’s working capital deficit.
|
| For the Three Months Ended |
|
| As of |
| ||||||||||
Metric |
| June 30, 2026 |
|
| June 30, 2025 |
|
| June 30, 2026 |
|
| March 31, 2026 |
| ||||
Formation and operating costs |
| $ |
|
| $ |
|
|
| — |
|
|
| — |
| ||
Cash |
|
| — |
|
|
| — |
|
| $ |
|
| $ |
| ||
Cash and cash equivalents held in the Trust Account |
|
| — |
|
|
| — |
|
| $ |
|
| $ |
| ||
Working capital deficit |
|
| — |
|
|
| — |
|
| $ | ( | ) |
| $ | ( | ) |
These measures are used to monitor liquidity, manage expenditures and forecast cash requirements to ensure sufficient capital is available to fund ongoing operations and pursue the proposed Business Combination. The CODM does not evaluate performance using a separate segment profit or loss measure.
NOTE 11 — SUBSEQUENT EVENTS
The Company evaluated subsequent events through August 14, 2026, the date these unaudited condensed financial statements were available to be issued. The Company determined that no subsequent events required adjustment to, or disclosure in, the accompanying financial statements.
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “our,” “us” or “we” refer to Piermont Valley Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has entered into the Tigerless Merger Agreement; the proposed transaction remains subject to shareholder, SEC, financing, listing and other closing conditions; and there is no assurance that the transaction will close. We have neither engaged in any operations nor generated any operating revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
On May 12, 2021, CEMAC Sponsor LP purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share.
On December 3, 2021, we consummated an initial public offering of 23,000,000 units (the “Units”), which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments, at a price of $10.00 per Unit generating gross proceeds of $230.0 million before underwriting discounts and expenses (the “Public Offering”). Each “Unit” consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Only whole Public Warrants may be exercised and no fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants may be traded.
Simultaneously with the closing of the Public Offering, we completed the private sale of an aggregate of 10,500,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”), each exercisable to purchase one Class A ordinary share for $11.50 per share, subject to adjustment, to CEMAC Sponsor LP (the “IPO Sponsor”), at a price of $1.00 per Private Placement Warrant. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that we have an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the Class A ordinary shares issuable upon the exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their Public Warrants on a cashless basis under certain circumstances as a result of our failure to have an effective registration statement by the 60th business day after the closing of the Business Combination), and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.
We previously entered into a Forward Purchase Agreement with Camber Base, LLC pursuant to which Camber or its affiliates could have purchased up to $20.0 million of Forward Purchase Units in connection with an initial Business Combination. The agreement was subsequently terminated in connection with the sponsor change transaction, and neither party has any further obligations under the agreement.
On March 1, 2023, we entered into a definitive business combination agreement (the “Lexasure Business Combination Agreement”) with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, “Lexasure”), among other parties (the “Lexasure Business Combination”).
On May 18, 2023 and May 22, 2023, certain unaffiliated investors (the “Non-Redeeming Investors”) entered into non-redemption agreements (the “2023 Non-Redemption Agreements”) with IPO Sponsor, pursuant to which the investors agreed (i) not to redeem an aggregate of up to 4,399,737 Class A ordinary shares in connection with the First Extension and (ii) to vote those shares in favor of the First Extension. In consideration of those commitments, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, the IPO Sponsor (or its designees) agreed to surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 ordinary shares, and the Company would issue to the Non-Redeeming Investors a like number of Class A ordinary shares.
On May 23, 2023, we held an extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which we must (1) consummate our Business Combination, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering, with up to three optional additional extensions by an additional month each time, at the option of our board of directors, until March 3, 2024 (the “First Extension”). In connection with the First Extension, shareholders holding 18,751,603 Class A ordinary shares exercised their right to redeem such shares at a per share redemption price of $10.51. As a result, approximately $197.2 million was removed from our Trust Account to pay such holders.
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On February 27, 2024, in connection with the extension of the date by which we were required to consummate an initial business combination, we entered into non-redemption agreements with certain unaffiliated investors. Under these agreements, such investors agreed not to redeem their public shares, and the sponsor agreed to forfeit up to 307,500 founder shares, with a corresponding number of Class A ordinary shares to be issued to the participating investors. These arrangements were intended to support the maintenance of the minimum number of public shares required in connection with the extension.
On February 29, 2024, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2024 to March 3, 2025, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Second Extension”). In connection with the Second Extension, shareholders holding 3,036,666 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of $11.07. As a result, approximately $33,616,850 was removed from our Trust Account to pay such holders.
On March 22, 2024, the parties to the Lexasure Business Combination Agreement entered into a Termination and Release Agreement pursuant to which they agreed to terminate the Lexasure Business Combination Agreement and the transactions contemplated thereby.
On April 19, 2024, IPO Sponsor entered into a securities purchase agreement with Vikasati Partners, pursuant to which, among other things, Vikasati would purchase (i) one Class B ordinary share of the Company, (ii) 3,925,000 Class A ordinary shares of the Company and (iii) 7,605,000 private placement warrants of the Company from the IPO Sponsor, the existing directors and officers of the Company would resign, and new directors and officers designated by Vikasati Partners would be appointed. On April 25, 2024, the parties closed the transactions contemplated by the securities purchase agreement.
On June 10, 2024, we received a notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as we were not able to complete a business combination within 36 months of the effectiveness of its IPO registration statement, or March 5, 2024, as required under Nasdaq Listing Rule IM-5101-2 (the “Rule”), we did not comply with the Rule and our securities were subject to delisting. In that regard, the Staff determined that our securities would be delisted from trading on Nasdaq and suspended at the opening of business on June 12, 2024. The Notice indicated that we had the right to appeal the Staff’s determination to a hearings panel. However, pursuant to Nasdaq Listing Rule 5815(c)(1)(H), in the case of a company whose business plan is to complete one or more acquisitions, such as the Company, where the Notice is based on a failure to satisfy the requirement of the Rule to consummate a business combination within 36 months, the panel may only reverse the delisting decision where there has been a factual error applying the Rule. Based on the foregoing, we decided not to appeal the suspension.
On February 28, 2025, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2025 to March 3, 2026, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Third Extension”). In connection with the Third Extension, shareholders holding 1,006,745 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $11.56. As a result, approximately $11.64 million was removed from our Trust Account to pay such holders.
In February 2025, the Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp.
Effective as of July 11, 2025, we, Vikasati Partners LLC and Valleypark Road, LLC entered into a purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) Vikasati Partners transferred to the Purchaser an aggregate of 2,238,999 Class A Ordinary Shares, par value $0.0001 per share, of the Company and 1 Class B Ordinary Share, par value $0.0001 per share, of the Company; (b) we , the Purchaser and Vikasati Partners executed an amendment to the letter agreement originally executed in connection with the Company’s IPO; (c) Vikasati Partners gave to Purchaser the irrevocable right to vote the shares retained by it on its behalf and the IPO Sponsors agreed to take certain other actions on its behalf with respect to certain matters; and (d) the Prior Sponsors agreed to cancel an aggregate of 11,700,000 private placement warrants purchased by the IPO Sponsor at the time of the IPO.
Effective as of August 14, 2025, our Board of Directors dismissed Marcum LLP (“Marcum”) as our independent registered public accounting firm. Effective as of August 15, 2025, our Board of Directors approved the appointment of Aloba, Awomolo & Partners (“Aloba”) as our independent registered public accounting firm. Marcum’s audit reports on our financial statements for the fiscal years ended March 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle, except for a paragraph relating to substantial doubt about our ability to continue as a going concern. During the two most recent fiscal years ended March 31, 2023 and 2022 and the subsequent interim period through August 14, 2025, there were no disagreements or reportable events between us and Marcum, except that, as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, we identified a material weakness in internal control over financial reporting related to the accounting for complex financial instruments and the restatement of previously issued financial statements.
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On August 14, 2025, Valleypark Road, LLC (“Valleypark”) agreed to loan to us up to an aggregate of $1,000,000 for working capital purposes pursuant to a non-interest bearing promissory note (the “Note”) payable upon the consummation of a business combination. Upon consummation of a business combination, Valleypark will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into warrants, with each warrant entitling the holder to purchase one Class A ordinary share at a conversion price of $1.50 per warrant, which warrants will be identical to the private placement warrants sold concurrently with our initial public offering. If we do not consummate a business combination, the Note will not be repaid and all amounts owed under the Note will be forgiven, except to the extent we have funds available outside the Trust Account.
Effective February 24, 2026, the Company and the New Sponsor entered into a non-redemption agreement with an unaffiliated third-party shareholder pursuant to which such shareholder agreed not to redeem an aggregate of 200,000 Class A ordinary shares in connection with the March 2, 2026 extension meeting. In exchange for the foregoing commitment, the New Sponsor agreed to transfer to such shareholder, immediately prior to the closing of the initial Business Combination, an aggregate of 90,000 Founder Shares held by the New Sponsor, provided that such shareholder did not exercise its redemption rights with respect to such shares in connection with the extension meeting.
On March 2, 2026, the Company held an extraordinary general meeting of shareholders at which the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial Business Combination from March 3, 2026 to March 3, 2027. In connection with the Fourth Extension, shareholders holding 536 Class A ordinary shares exercised their right to redeem such shares at a per share redemption price of $12.02. As a result, $6,442 was removed from the Trust Account to pay such holders. Following the Fourth Extension, 204,450 Class A ordinary shares subject to possible redemption remained outstanding.
During the year ended March 31, 2026, the Company recorded the waiver and forgiveness of certain liabilities by the Prior Sponsors and related parties in connection with the previously disclosed transition to New Sponsor. As part of this transition, Vikasati Sponsor waived and forgave amounts due to related parties, cancelled private placement warrants, waived notes payable, and forgave a related party note. These items were recorded as capital contributions and resulted in a reduction of the Company’s shareholders’ deficit. The decrease in shareholders’ deficit was partially offset by the net loss incurred during the period and accretion related to redeemable shares.
Recent Developments
On April 17, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tigerless Health, Inc., a New York corporation (“Tigerless”), Tigerless AI Holdings Inc., a Nevada corporation and wholly-owned subsidiary of Tigerless (“Pubco”), Tigerless Merger Sub 1 Corp., a New York corporation and wholly-owned subsidiary of Pubco (“Merger Sub 1”), and Tigerless Merger Sub 2 Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Merger Sub 2”). The Merger Agreement provides for a business combination transaction (the “Transactions”) pursuant to which, among other things, (i) Tigerless will merge with and into Merger Sub 1, with Tigerless surviving the merger as a wholly-owned subsidiary of Pubco (the “Reorganization Merger”), and (ii) immediately thereafter, Merger Sub 2 will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Pubco (the “Acquisition Merger” and together with the Reorganization Merger, the “Mergers”). Following the closing of the Transactions (the “Closing”), Pubco is expected to be the publicly traded parent company and the combined business of Tigerless and the Company will operate through Pubco and its subsidiaries.
At the effective time of the Acquisition Merger, each issued and outstanding ordinary share of the Company is expected to be cancelled and converted into the right to receive one share of Pubco Class A common stock, and the Company’s outstanding warrants will be converted into warrants exercisable for shares of Pubco Class A common stock in accordance with their terms. In connection with the Reorganization Merger, each share of Tigerless capital stock will be converted into the right to receive shares of Pubco Class A or Class B common stock, as applicable, based on the exchange ratio set forth in the Merger Agreement. Following the Closing, former stockholders of Tigerless are expected to own a majority of the outstanding equity interests of Pubco.
The Merger Agreement also provides for contingent post-closing earn-out consideration. Zikang Wu, the founder and Chief Executive Officer of Tigerless and the expected Chief Executive Officer and a director of Pubco, is currently expected to be the only pre-closing Tigerless stockholder eligible to receive earn-out consideration. If all applicable earn-out conditions are satisfied, Mr. Wu may receive up to 10,000,000 shares of Pubco Class A common stock.
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The consummation of the Transactions is subject to customary closing conditions, including, among others, the approval of the Company’s shareholders, the approval of Tigerless’s stockholders, the effectiveness of the registration statement on Form S-4 submitted by Pubco to the Securities and Exchange Commission (the “SEC”), and the absence of any order or law prohibiting the Transactions. The parties intend to cause Pubco to apply to list its Class A common stock on The Nasdaq Stock Market (or another national securities exchange) in connection with the Closing, although there can be no assurance that such listing will be obtained.
In connection with the Transactions, the Company and Tigerless have agreed to use their reasonable best efforts to identify and obtain commitments from investors for a private investment in public equity financing (the “PIPE Financing”) in an aggregate amount of at least $5,000,000, to be consummated concurrently with or immediately prior to the Closing. The terms of any such PIPE Financing have not yet been determined, and there are currently no binding commitments or agreements in place for the PIPE Financing.
The Merger Agreement includes customary representations, warranties and covenants of the parties, including, among others, covenants regarding the conduct of their respective businesses prior to the Closing and obligations to cooperate in preparing and filing the registration statement on Form S-4 and related proxy statement/prospectus. The Merger Agreement also contains termination rights for both the Company and Tigerless, including the right to terminate the agreement if the Transactions have not been consummated on or before September 30, 2026; provided that such date will be automatically extended to December 31, 2026 if the registration statement has not been declared effective by the SEC on or prior to September 30, 2026, subject to the terms and conditions of the Merger Agreement.
Results of Operations
For the three months ended June 30, 2026, we had a net loss of $5,402, consisting of formation and operating costs of $27,238, partially offset by dividend income of $21,834 earned on cash and cash equivalents held in the Trust Account and $2 of interest income.
For the three months ended June 30, 2025, we had a net loss of $897,045, consisting of formation and operating costs of $33,940 and a non-cash loss of $884,244 from the change in fair value of the warrant liability, partially offset by interest income of $21,139.
The Public Warrant liability was $1,150,000, or $0.10 per Public Warrant, at both June 30, 2026 and March 31, 2026; accordingly, no change in fair value was recognized during the quarter. The June 30, 2026 valuation used a binomial lattice model with an underlying share-price assumption of $2.66, an assumed Business Combination date of September 30, 2026, an expected term of 5.25 years, pre- and post-Business Combination volatility assumptions of 5% and 50%, respectively, a risk-free interest rate of 4.19% and a 40% probability of completing a Business Combination. Changes in these assumptions could result in material non-cash changes in the fair value of the warrant liability.
Liquidity and Capital Resources; Going Concern
As of June 30, 2026, we had $2,875 in cash and a working capital deficit of $352,705.
On August 14, 2025, the New Sponsor agreed to loan the Company up to $1,000,000 for working capital purposes pursuant to a non-interest-bearing promissory note payable upon the consummation of a Business Combination. Upon consummation of a Business Combination, the New Sponsor may convert the principal balance, in whole or in part, into warrants at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. If the Company does not consummate a Business Combination, the note will not be repaid and the amounts outstanding will be forgiven, except to the extent the Company has funds available outside the Trust Account. As of June 30, 2026 and March 31, 2026, $276,521 and $255,797, respectively, were outstanding under the note and related advances.
For the three months ended June 30, 2026, net cash used in operating activities was $555. The amount primarily reflected the net loss of $5,402, which included $21,836 of dividend and interest income earned on cash and cash equivalents, partially offset by a $4,847 increase in accounts payable and accrued expenses. Because the Trust Account assets are classified as cash equivalents, the income earned on those assets increased cash and cash equivalents and was not deducted in the indirect cash-flow reconciliation.
For the three months ended June 30, 2025, net cash used in operating activities was $4,469. The amount reflected the net loss of $897,045, adjusted for the $884,244 non-cash loss from the change in fair value of the warrant liability and changes in operating assets and liabilities of $8,332. Interest income of $21,139 earned on cash equivalents held in the Trust Account was included in operating cash flows and was not deducted in the indirect cash-flow reconciliation.
After giving effect to financing cash inflows, total cash and cash equivalents increased by $20,169 and $19,528 during the three months ended June 30, 2026 and 2025, respectively. Total cash and cash equivalents were $2,481,689 at June 30, 2026, including $2,478,814 held in the Trust Account, and $2,403,485 at June 30, 2025, all of which was held in the Trust Account.
For the three months ended June 30, 2026 and 2025, net cash provided by financing activities was $20,724 and $23,997, respectively. The 2026 amount represented borrowings under the New WCL Note, while the 2025 amount represented financing provided under the applicable prior related-party arrangement.
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Based on the foregoing, it is possible that $2,875 cash held outside the Trust Account on June 30, 2026, might not be sufficient to allow us to operate for at least 12 months from the date of this Report, assuming that an Initial Business Combination is not consummated during that time. Until consummation of the proposed Business Combination, we have used and may continue to use these funds to pay existing accounts payable, conduct due diligence, satisfy legal, accounting and other transaction-related costs, obtain financing, prepare required SEC filings and take other actions necessary to negotiate, structure and consummate the proposed Business Combination with Tigerless. If the Tigerless Merger Agreement is terminated, we may use available funds to evaluate and pursue an alternative Business Combination.
We can raise additional capital through Working Capital Loans from the New Sponsor or an affiliate of the New Sponsor, or certain of our officers and directors, or through loans from third parties. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements.
Going Concern Consideration
As of June 30, 2026, the Company had $2,875 of cash available outside the Trust Account and a working capital deficit of $352,705. The Company has incurred and expects to continue to incur significant costs in connection with its reporting obligations, financing activities and the proposed Business Combination. Management evaluated these conditions in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, and determined that the Company’s limited liquidity, together with the requirement to cease operations, redeem the Public Shares and liquidate if an initial Business Combination is not completed by March 3, 2027, raises substantial doubt about the Company’s ability to continue as a going concern for one year after the date these financial statements were available to be issued. Management’s plans include obtaining additional working capital from the New Sponsor or third parties and completing the proposed Business Combination; however, there can be no assurance that additional financing will be available or that the proposed Business Combination will be completed. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Commitments and Contingencies
Registration Rights
The holders of the Founder Shares and warrants that may be issued upon conversion of Working Capital Loans or Extension Loan (and any shares of ordinary shares issuable upon the exercise of the warrants issued upon conversion of the Working Capital Loans or Extension Loan and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.
In connection with the sponsor change transaction, the Company received waivers from the underwriters of the deferred underwriting fees and related rights. Accordingly, no deferred underwriting fees remain payable.
Vendor Agreements
As of June 30, 2026, the Company had accrued professional and other vendor costs of $79,059, which are included in accrued expenses in the accompanying balance sheets.
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Legal Proceedings
As of June 30, 2026, the Company was not a party to any pending legal proceedings and was not aware of any claims or loss contingencies that would have a material adverse effect on its financial position, results of operations or cash flows.
Consulting Agreements
On November 27, 2022, the Company entered into an agreement with a transactional and strategic advisory firm (the “First Strategic Advisor”) for advisory services in connection with a potential Business Combination. Pursuant to this agreement, the Company would have been required to pay certain fees upon the consummation of a Business Combination.
In connection with the sponsor change transaction, the consulting agreement with the First Strategic Advisor was terminated, and no amounts are payable thereunder.
On February 1, 2023, the Company entered into a separate agreement with another transactional and strategic advisory firm (the “Second Strategic Advisor”) to provide consulting, advisory and related services in connection with a potential Business Combination.
In connection with the sponsor change transaction, the consulting agreement with the Second Strategic Advisor was terminated, and no shares were issued or are issuable pursuant to the agreement.
Non-Redemption Agreements
The Company initially had until March 3, 2023 to consummate a Business Combination, with an automatic three-month extension if the Company signed a definitive agreement with respect to the Business Combination within such 15-month period, as described in the final prospectus for the Initial Public Offering, filed pursuant to Rule 424(b)(4) with the SEC on December 2, 2021 (File No. 333-260513) (the “IPO Prospectus”).
In February 2023, prior to signing the Lexasure Business Combination Agreement, the Company prepared to hold an extraordinary general meeting of shareholders to, among other things, seek an extension of the time it had to consummate a Business Combination (the “March 2023 Meeting”). On February 27, 2023, in connection with the March 2023 Meeting, the Company and IPO Sponsor, entered into non-redemption agreements (the “Terminated Non-Redemption Agreements”) with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem up to an aggregate of 1,600,000 Class A ordinary shares of the Company sold in its Initial Public Offering (“Non-Redeemed Shares”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, CEMAC Sponsor LP, as consideration for entering into the Terminated Non-Redemption Agreements, transferred to such third parties an aggregate of 28,000 Class B ordinary shares, which will be retained by such parties under all circumstances.
Upon the execution of the Lexasure Business Combination Agreement, the Company received the automatic three-month extension of the time to consummate the Business Combination until June 3, 2023. Consequently, the March 2023 Meeting was postponed indefinitely and the Terminated Non-Redemption Agreements automatically terminated per the terms of such agreements.
On May 18, 2023 and May 22, 2023, certain unaffiliated investors (the “Non-Redeeming Investors”) entered into non-redemption agreements (the “2023 Non-Redemption Agreements”) with CEMAC Sponsor LP (the “IPO Sponsor”), pursuant to which the investors agreed (i) not to redeem an aggregate of up to 4,399,737 Class A ordinary shares in connection with the First Extension and (ii) to vote those shares in favor of the First Extension. In consideration of those commitments, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, the IPO Sponsor (or its designees) agreed to surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 ordinary shares, and the Company would issue to the Non-Redeeming Investors a like number of Class A ordinary shares.
The forfeiture and issuance provisions of the 2023 Non-Redemption Agreements, under which the IPO Sponsor would have surrendered and the Company would have issued 1,099,935 shares, were not triggered because the Company did not consummate an initial Business Combination by the then-applicable deadline. No shares were surrendered, forfeited or newly issued under those provisions.
Separate from the untriggered forfeiture and issuance provisions described above, 740,077 existing Founder Shares remain subject to transfer obligations at the closing of an initial Business Combination: (i) 443,577 shares to legacy non-redemption investors pursuant to Section 7.5 of the July 2025 Purchase Agreement; (ii) 62,500 shares held by CEMAC Sponsor LP and 60,000 shares held by Vikasati Partners LLC to Meteora Strategic Capital, LLC; (iii) 80,000 shares held by Vikasati Partners LLC to Funicular Funds, LP pursuant to the February 27, 2025 arrangement; (iv) 90,000 shares held by the New Sponsor pursuant to the February 24, 2026 arrangement; and (v) 4,000 shares subject to a conditional assignment by CEMAC Sponsor LP to the Fir Tree funds. These are transfers of outstanding Founder Shares and do not increase the number of shares outstanding.
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Critical Accounting Estimates and Policies
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on the financial statements and related notes contained in this Report, which have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires management to make estimates and judgments that affect reported amounts and disclosures. Management evaluates its estimates and judgments on an ongoing basis, including those relating to warrant liabilities, redeemable shares and accrued expenses. Actual results could differ from those estimates. The following are the Company’s critical accounting policies and estimates.
Class A Ordinary Shares Subject to Possible Redemption
The Class A ordinary shares sold in the Initial Public Offering contain redemption provisions that are not solely within the Company’s control. In accordance with ASC 480-10-S99, those shares are classified outside permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying amount of the redeemable shares to equal the redemption value at each reporting date. The remeasurement for the three months ended June 30, 2026 was $21,834 and was recorded as a charge to accumulated deficit.
Net Loss Per Ordinary Share
The Company applies the two-class method under ASC 260 to allocate net income or loss between Class A ordinary shares subject to possible redemption, Class A ordinary shares not subject to possible redemption and Class B ordinary shares. Remeasurement of the redeemable Class A ordinary shares is excluded from net loss per share. The Public Warrants are excluded from diluted net loss per share because their inclusion would be anti-dilutive or is contingent upon future events.
Warrants
The Company accounts for the Public Warrants as liabilities under ASC 815. The warrant liability is remeasured at fair value at each reporting date until the warrants are exercised or expire, and changes in fair value are recognized in the statements of operations. Following the suspension and delisting of the Company’s securities from Nasdaq, quoted prices for the Public Warrants were no longer available in an active market. Accordingly, the Public Warrants are valued using a binomial lattice model and are classified within Level 3 of the fair value hierarchy.
The June 30, 2026 valuation used significant unobservable inputs, including an underlying share-price assumption of $2.66, an assumed Business Combination date of September 30, 2026, an expected term of 5.25 years, pre- and post-Business Combination volatility assumptions of 5% and 50%, respectively, a risk-free interest rate of 4.19%, a 40% probability of completing a Business Combination and a zero dividend yield.
The valuation requires significant judgment, particularly in estimating the probability and timing of a Business Combination and expected post-Business Combination volatility. Changes in these assumptions may result in material changes in the fair value of the warrant liability and corresponding non-cash gains or losses. The 11,700,000 Private Placement Warrants were cancelled on July 11, 2025 and no Private Placement Warrants remained outstanding at June 30, 2026.
Item 3 – Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4 – Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as a result of the previously identified material weakness in internal control over financial reporting described below, which had not been fully remediated as of June 30, 2026.
Previously Identified Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As previously disclosed, in connection with the restatement of previously issued financial statements, management identified a material weakness relating to the accounting for complex financial instruments, including evaluation of the appropriate accounting treatment for complex and non-routine financial instruments under U.S. GAAP. The material weakness arose because the Company did not maintain controls designed and operating with sufficient precision to evaluate, analyze and conclude on the appropriate accounting treatment for those instruments.
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Remediation Status
The restatement of the Company’s previously issued financial statements to correct the underlying accounting error has been completed, and the corrected accounting treatment has been reflected in subsequent filings, as applicable. Completion of the restatement, however, did not by itself remediate the underlying material weakness. The material weakness will not be considered remediated until the applicable controls are designed, implemented and operating for a sufficient period and management has concluded, through testing, that the controls are operating effectively.
Management has taken the following steps in furtherance of remediation: (i) engaged third-party accounting and SEC reporting advisors with technical expertise in accounting for complex financial instruments to assist in the evaluation and documentation of non-routine and complex transactions; (ii) enhanced review procedures over the application of U.S. GAAP to non-routine and complex transactions, including increased involvement of management and external advisors; and (iii) increased the level of formal documentation supporting management’s accounting conclusions on complex and non-routine matters.
As a special-purpose acquisition company with limited operations and personnel, our ability to design and implement expanded controls and conclude on their operating effectiveness is inherently constrained. Management intends to continue using external technical accounting resources and enhanced review controls. If the proposed Business Combination is consummated, the combined company expects to evaluate and, where appropriate, enhance its internal control framework through additional personnel, processes and infrastructure.
There can be no assurance that the steps taken or planned will be sufficient to remediate the material weakness or that additional material weaknesses will not be identified in the future.
Changes in Internal Control over Financial Reporting
Other than the remediation efforts described above, there were no changes in our internal control over financial reporting during the three months ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 5 – Other Information
During the quarter ended June 30, 2026, no
Item 6 – Exhibits
Exhibit No. |
| Description |
31.1* |
| Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
| Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
| Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document. |
* Filed herewith
** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PIERMONT VALLEY ACQUISITION CORP. |
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Dated: August 14, 2026 | By. | /s/ Wei Qian |
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| Wei Qian |
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| Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) |
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