[8-K] CAPITALWORKS EMERGING WTS Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• 11.7 million private placement warrants cancelled, removing a significant potential dilution overhang at a US$11.50 strike.
• Immediate filing of a Rule 14f-1 information statement signals intent to comply with change-of-control disclosure obligations.

Negative

• Entire legacy management team resigned, creating execution and continuity risk until new directors are formally seated.
• Concentration of CEO, CFO and Chairman roles in a single individual reduces governance checks and balances.

Insights

SPAC Analyst

TL;DR – SPAC control shifts to new sponsor; 11.7 m private warrants cancelled, but strategy now unclear.

The Share Purchase Agreement effectively hands Valleypark Road LLC voting control of Piermont Valley Acquisition via transfer of 2.24 m Class A shares and a single Class B share (typically carrying founder voting rights). Cancellation of 11.7 m founder warrants is modestly positive because it reduces prospective dilution by roughly US$135 m of strike-price equity. However, all key officers and five directors resigned, replaced by Wei Qian, concentrating decision-making authority in one individual. Investors now face execution uncertainty: no timeline or target was provided for a business combination, and the Rule 14f-1 process will delay formal board seating. Overall impact is mixed—dilution mitigated, but visibility on future deal pipeline and governance weakened.

Corporate Governance Expert

TL;DR – Governance overhaul; proxy rights grant purchaser de-facto control, raises oversight questions.

The filing evidences a classic SPAC re-sponsoring. By granting an irrevocable proxy over residual sponsor shares and securing immediate officer resignations, Valleypark Road gains functional control before shareholder notice. While the warrant cancellation aligns sponsor incentives with public holders, concentration of all C-suite roles in a single individual can heighten key-person risk and reduce independent oversight. The forthcoming Rule 14f-1 information statement may partially mitigate transparency concerns, yet until independent directors are appointed the governance framework is thin. From a governance perspective, I view the impact as neutral-to-negative given the initial lack of board diversity and oversight.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 11, 2025

Piermont Valley Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41108		98-1598114
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7533 S Center View Ct West Jordan, Utah		84084
(Address of principal executive offices)		(Zip Code)

(929) 792-5788

(Registrant’s telephone number, including area code)

Capitalworks Emerging Markets Acquisition Corp, 44320 Osgood Road, Freemont, CA 94539

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant		CMCAU		OTC
Class A ordinary shares, par value $0.0001 per share		CMCAF		OTC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share		CMCAW		OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement. 

Share Purchase Agreement

Effective as of July 11, 2025, Piermont Valley Acquisition Corp. (the “Company”), Vikasati Partners LLC (the “Sponsor”) and Valleypark Road, LLC (“Purchaser”) entered into a purchase agreement (the “Purchase Agreement”).  Pursuant to the Purchase Agreement, among other things: (a) the Sponsor 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) the Company, the Purchaser and Sponsor executed an amendment to the letter agreement originally executed in connection with the Company’s initial public offering (“IPO”); (c) the Sponsor gave to Purchaser the irrevocable right to vote the shares retained by it on its behalf and the Sponsor and CEMAC Sponsor LP, the Company’s former sponsor (“Prior Sponsor”) agreed to take certain other actions on its behalf with respect to certain matters; and (d) the Sponsor and the Prior Sponsor agreed to cancel an aggregate of 11,700,000 private placement warrants purchased by the Prior Sponsor at the time of the IPO.  

The Company has agreed to prepare and file with the Securities and Exchange Commission, and thereafter mail, an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of notifying the Company’s shareholders of the above-referenced transactions and change in the majority of the Board as soon as practicable. Pursuant to the Purchase Agreement, the Purchaser will appoint additional directors to the Company’s board to be effective ten days after mailing of the Information Statement to all holders of record of the Company’s ordinary shares.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant. 

The information set forth in Item 1.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.  

Resignation of Officers and Directors 

On July 11, 2025, in connection with the execution of the Purchase Agreement, effective immediately, the following officers and directors submitted the resignation of their respective offices: Suresh Guduru as Chief Executive Officer, Chairman and director of the Company; Brian Coad as Chief Financial Officer and a director of the Company; and each of John Levy, Suresh Singamsetty and Kishore Kondragunta as a director of the Company. There were no disagreements between the Company and any officer or director on any matter related to the Company’s operations, policies or practices.

Appointment of Officers and Directors

Effective July 11, 2025, in connection with the execution of the Purchase Agreement and resignation of the above-referenced officers and directors, Wei Qian was appointed as Chairman, Chief Executive Officer, Chief Financial Officer and a Director of the Company. 

In connection with his appointment, the Company and Wei Qian will enter into a standard form of indemnification agreement. Other than pursuant to the Purchase Agreement, there are no arrangements or understandings pursuant to which Wei Qian has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 

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Wei Qian has served as the Director of Capital Markets at Fusion Park, LLC, a US-based firm specializing in climate change tech investments and consulting, since March 2023. Mr. Qian’s past roles include serving as General Manager in the New York office of Cathay Holding Corp., a private equity firm, from May 2021 to March 2023, as Interim CEO of Hemp Logic Inc., a US-based CBD company to spearhead its expansion in China, from August 2020 to May 2021, as Director of Investment at Xingtong Capital, an investment fund within the Shanshan Group, from July 2015 to July 2017, and as Vice Director of Investment at Transfar Holding Group, an investment company within Transfar Group, from July 2017 to August 2018. Mr. Qian’s career began in 2011 and he has had experience in private equity and venture capital, focusing on TMT, healthcare, and climate tech sectors. Mr. Qian served as an independent director of Battery Future Acquisition Corp., a SPAC, from March 2024 until its business combination with Class Over Inc. in April 2025.  Mr. Qian received a bachelor’s degree from Shanghai Jiaotong University and an MBA from St. John’s University.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

The information included in Item 5.07 is incorporated by reference into this item to the extent required.

Item 9.01 Financial Statements and Exhibits.   

(d) Exhibits

The following exhibits are furnished with this report.

Exhibit No.		Description
10.1		Share Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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 hereunto duly authorized.

	PIERMONT VALLEY ACQUISITION CORP
Dated: July 14, 2025	By:	/s/ Wei Qian
	Name:	Wei Qian
	Title:	Chairman and Chief Executive Officer

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FAQ

Why did Piermont Valley Acquisition Corp (CMCAU) file an 8-K on 11 July 2025?

The 8-K discloses a Share Purchase Agreement that transfers sponsor shares, cancels private warrants and triggers a change in control, along with related officer and director resignations.

How many private warrants were cancelled under the agreement?

The sponsor and prior sponsor agreed to cancel 11,700,000 private placement warrants originally purchased at the IPO.

Who is the new CEO and Chairman of CMCAU?

Wei Qian was appointed Chairman, Chief Executive Officer and Chief Financial Officer effective 11 July 2025.

Does the filing mention any disagreements with departing officers?

No. The Company states there were no disagreements with the resigning officers or directors regarding operations, policies or practices.

What additional disclosures should shareholders expect?

The Company will prepare and mail a Rule 14f-1 information statement, after which Valleypark Road LLC may appoint additional directors.

What shares were transferred to Valleypark Road LLC?

The sponsor transferred 2,238,999 Class A ordinary shares and 1 Class B ordinary share to the purchaser.