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Piermont Valley Acquisition Corp (OTC: CMCAU/CMCAF/CMCAW) filed an 8-K on 11 July 2025 disclosing a change-of-control transaction, extensive board turnover and the cancellation of sponsor warrants.
Key terms of the Share Purchase Agreement signed by the Company, Vikasati Partners LLC (current sponsor) and Valleypark Road LLC (purchaser):
- The sponsor transferred 2,238,999 Class A ordinary shares and one Class B ordinary share to Valleypark Road LLC.
- The parties amended the original IPO letter agreement, and the sponsor granted the purchaser an irrevocable proxy over the shares the sponsor continues to hold.
- The sponsor and the former sponsor, CEMAC Sponsor LP, agreed to cancel 11,700,000 private-placement warrants that were purchased at the IPO.
- The Company will file and mail a Rule 14f-1 information statement. Ten days after mailing, the purchaser will be entitled to appoint additional directors, formalising the change in board control.
Management & board changes
- Effective 11 July 2025, Chief Executive Officer & Chairman Suresh Guduru, Chief Financial Officer Brian Coad and directors John Levy, Suresh Singamsetty and Kishore Kondragunta resigned. The Company reports no disagreements with the departing executives.
- Wei Qian was simultaneously appointed Chairman, Chief Executive Officer, Chief Financial Officer and Director. The Company will execute a standard indemnification agreement with Mr. Qian.
Regulatory filings & exhibits
- The 8-K includes the full Share Purchase Agreement as Exhibit 10.1 and an Inline XBRL cover-page file.
- No financial statements, pro forma data, or earnings information accompany the filing.
Investor take-aways
- Control shift: Transfer of founder equity and voting rights plus forthcoming board appointments constitute a formal change in control (Item 5.01).
- Dilution relief: Cancellation of 11.7 million private warrants removes a sizeable potential overhang that could have converted at $11.50.
- Leadership risk: Entire legacy leadership team has exited; the SPAC’s strategy now rests on a single newly appointed executive whose future plans are not yet disclosed.
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