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Tigerless Health (OTC: CMCAF) plans $280M SPAC merger with PVAC

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tigerless Health, Inc., a New York-based Insurtech platform, has agreed to a definitive business combination with Piermont Valley Acquisition Corp., a publicly traded SPAC, valuing Tigerless Health at an enterprise value of approximately $280 million.

After closing, the combined company is expected to be renamed Tigerless AI Holdings, Inc. and listed on NASDAQ, with all existing Tigerless Health shareholders rolling 100% of their equity. The deal is intended to support continued investment in the company’s proprietary AI capabilities that help consumers understand and navigate insurance.

The boards of both companies have unanimously approved the transaction, which is expected to close in the second half of 2026, subject to shareholder and regulatory approvals and other customary closing conditions. Founder and CEO Zikang Wu and his management team are expected to continue leading the combined company.

Positive

  • Transformative public listing via SPAC at $280 million valuation gives Tigerless Health access to public capital markets while all existing shareholders roll 100% of their equity, aligning incentives with the future performance of the combined NASDAQ-listed Tigerless AI Holdings, Inc.

Negative

  • None.

Insights

Tigerless plans a $280M SPAC merger to fund AI-driven insurance platform growth.

The agreement combines Tigerless Health with SPAC Piermont Valley Acquisition Corp. at an enterprise value of about $280 million. All existing Tigerless shareholders will roll 100% of their equity, signaling alignment with the future public entity, expected to trade as Tigerless AI Holdings, Inc. on NASDAQ.

The companies highlight proceeds as supporting Tigerless’s proprietary artificial intelligence capabilities and broader technology platform, aiming to simplify how consumers access and navigate insurance. The structure keeps founder-CEO Zikang Wu and his team in place, which can help preserve strategic continuity post-merger.

Completion is targeted for the second half of 2026, subject to regulatory and shareholder approvals and customary closing conditions. An S-4 registration statement and proxy materials will provide more detail on valuation mechanics, ownership structure and any redemptions once filed with the SEC.

Enterprise value $280 million Implied enterprise value for Tigerless Health in the business combination
Founding year 2018 Year Tigerless Health, Inc. was founded in New York City
Expected closing period Second half of 2026 Targeted closing window for the business combination
PVAC IPO timing December 2021 Month and year Piermont Valley Acquisition Corp. completed its IPO
Shareholder equity roll 100% of equity Portion of existing Tigerless Health shareholder equity rolled into combined company
business combination financial
"today announced that they have entered into a definitive business combination agreement that will result in Tigerless Health becoming a publicly traded company"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
special purpose acquisition company financial
"Piermont Valley Acquisition Corp. (OTCID: CMCAF) (“PVAC”), a publicly-traded special purpose acquisition company"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
Registration Statement on Form S-4 regulatory
"Pubco intends to file with the U.S. Securities and Exchange Commission ... a Registration Statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
proxy statement regulatory
"which will include and also serve as a proxy statement (the “Registration Statement”) to be distributed to holders of PVAC ordinary shares"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
forward-looking statements regulatory
"This press release contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
blank check company financial
"Piermont Valley Acquisition Corp. is a blank check company formed for the purpose of effecting a merger"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

EXHIBIT 99.1

 

Tigerless Health Enters into Business Combination Agreement with Piermont Valley Acquisition Corp.to Become Publicly Listed

 

 

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Tigerless Health, Inc. is a New York-based Insurtech company leveraging data and AI to simplify how consumers access and navigate insurance.

 

 

 

 

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The combined company is expected to be renamed “Tigerless AI Holdings, Inc.” and trade on NASDAQ allowing Tigerless Health to continue building its proprietary artificial intelligence (AI) capabilities designed to improve how users access and navigate insurance.

 

NEW YORK CITY, NY / ACCESSWIRE / April 20, 2026 / Tigerless Health, Inc. (“Tigerless Health” or the “Company”) and Piermont Valley Acquisition Corp. (OTCID: CMCAF) (“PVAC”), a publicly-traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement that will result in Tigerless Health becoming a publicly traded company, expected to be listed on NASDAQ. The transaction values the Company at an enterprise value of approximately $280 million.

 

Company Overview

 

Tigerless Health, Inc., founded in 2018 and headquartered in New York City, is an Insurtech company focused on transforming the way people access, understand, and experience insurance. Through a modern, data-driven platform, Tigerless Health makes it simpler for consumers to find and manage the coverage that fits their needs.

 

The U.S. insurance market is one of the largest and most consequential consumer markets in the world — yet for most consumers, the experience of navigating it remains fundamentally broken. Plans are difficult to compare, benefits are hard to understand, and the process of getting the right coverage too often depends on who you know or how much time you have. Tigerless Health is seeking to change this.

 

At the heart of the Company's vision is a conviction that artificial intelligence will be the force that finally closes the gap between consumers and the coverage they need. Tigerless Health is developing proprietary AI capabilities in-house — technology designed not just to make insurance easier to purchase, but to fundamentally reshape how people think about, engage with, and make decisions around insurance throughout their lives. The Company sees a future where every consumer, regardless of background or experience, has access to the kind of clarity and guidance that was once available to only a few.

 

The Company believes that, upon completion of the proposed transaction, it will be better positioned to accelerate this vision and help define what the next generation of insurance looks like.

 

 
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Transaction Overview

 

The transaction values Tigerless Health at an enterprise value of approximately $280 million. Existing Tigerless Health shareholders will roll 100% of their equity into the combined company upon closing of the transaction.

 

The transaction is expected to support the Company’s continued investment in its technology platform, including the development of its proprietary artificial intelligence capabilities designed to improve how users understand and navigate insurance.

 

The Boards of Directors of both Tigerless Health and PVAC have unanimously approved the proposed transaction. The transaction is expected to close in the second half of 2026, subject to, among other things, required regulatory approvals, approval by the stockholders of both companies, and the satisfaction or waiver of other customary closing conditions.

 

The Company’s management team, led by founder and CEO Zikang Wu, will continue to lead the combined company following the close of the transaction.

 

For additional information on the proposed transaction, see PVAC’s Current Report on Form 8-K, which will be filed promptly and can be obtained, without charge, at the U.S. Securities and Exchange Commission’s website at http://www.sec.gov.

 

For purposes of this transaction, PVAC is represented by Edelman Legal Consulting PLLC and Tigerless Health is represented by Graubard Miller.

 

Management Remarks

 

Tigerless Health, Inc.

 

"We founded Tigerless Health because we believed that navigating insurance should not require expertise, connections, or luck — it should be simple, transparent, and accessible to everyone. This business combination with Piermont Valley Acquisition Corp. is an important milestone on that journey, and we expect that it will provide us with the resources to go further and faster than ever before. I am grateful to our team, our partners, and every customer who has trusted us to help them make sense of one of the most important decisions in their lives. We are just getting started, and I could not be more excited about what comes next," said Zikang Wu, Founder and Chief Executive Officer of Tigerless Health, Inc.

 

Piermont Valley Acquisition Corp.

 

"From the moment we engaged with Tigerless Health, it was clear that this team has identified a compelling and underserved opportunity and is building the right technology to capture it," said Wei Qian, Chief Executive Officer of Piermont Valley Acquisition Corp. "We have tremendous confidence in Zikang and his team, and we are excited to support them as they take this next bold step forward."

 

About Tigerless Health, Inc.

 

Tigerless Health, Inc., founded in 2018 and headquartered in New York City, is a technology company focused on simplifying access to insurance through a digital, data-driven platform. The Company is building proprietary artificial intelligence capabilities designed to improve how users understand, select, and utilize insurance, with the goal of creating a more intelligent and seamless insurance experience.

 

 
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About Piermont Valley Acquisition Corp.

 

Piermont Valley Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. PVAC completed its initial public offering in December 2021.

 

Important Information and Where to Find It

 

In connection with the proposed business combination, a subsidiary of Tigerless Health (“Pubco”) intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, which will include and also serve as a proxy statement (the “Registration Statement”) to be distributed to holders of PVAC ordinary shares in connection with PVAC’s solicitation of proxies for the vote by PVAC’s shareholders with respect to the proposed business combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PVAC, THE COMPANY, AND THE PROPOSED BUSINESS COMBINATION. Free copies of these documents may be obtained at the SEC’s website at http://www.sec.gov.

 

Forward-Looking Statements

 

This press release contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions described herein, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

 

Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending business combination, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii) risks related to the ability of PVAC and the Company to successfully integrate the businesses; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company or PVAC; (v) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (vi) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (vii) risks associated with the financing of the proposed transaction; and (viii): risks relating to the combined company's ability to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship with its business partners.

 

 
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A further list and description of risks and uncertainties can be found in the Prospectus dated November 30, 2021 relating to PVAC's initial public offering and in the Registration Statement and proxy statement that will be filed with the SEC by Pubco in connection with the proposed transactions, and other documents that the parties may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and PVAC, the Company and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

 

Participants in the Solicitation

 

PVAC, the Company and Pubco and their respective directors and officers may be deemed to be participants in the solicitation of proxies from PVAC’s shareholders in connection with the proposed transaction. Information about PVAC’s directors and executive officers and their ownership of PVAC’s securities is set forth in PVAC’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents as described in the preceding paragraph.

 

No Offer or Solicitation

 

This press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the transactions described herein and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Pubco, PVAC or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

For investor and media inquiries, please contact:

 

Tigerless Health, Inc.

 

Investor Relations: ir@tigerless.com

 

Piermont Valley Acquisition Corp.

 

Investor Relations: ir@piermontvalley.com

 

 
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FAQ

What did Tigerless Health and CMCAF (Piermont Valley Acquisition Corp.) announce?

Tigerless Health and Piermont Valley Acquisition Corp. announced a definitive business combination agreement. The deal will take Tigerless public on NASDAQ as Tigerless AI Holdings, Inc., subject to shareholder approvals, regulatory clearances, and other customary closing conditions in the second half of 2026.

What is the implied valuation for Tigerless Health in the CMCAF SPAC merger?

The business combination values Tigerless Health at an enterprise value of approximately $280 million. This valuation underpins the planned merger with Piermont Valley Acquisition Corp. and frames how existing shareholders roll 100% of their equity into the future NASDAQ-listed company.

Will current Tigerless Health shareholders keep their ownership after the merger?

Existing Tigerless Health shareholders will roll 100% of their equity into the combined company. This means they are not selling in the transaction and will continue as owners of the new Tigerless AI Holdings, Inc. following completion of the SPAC business combination.

Who will lead Tigerless AI Holdings, Inc. after the CMCAF merger closes?

Tigerless Health’s current management team, led by founder and CEO Zikang Wu, will continue to lead the combined company. This continuity is intended to support execution of its AI-driven insurance strategy after the transaction closes and the company lists on NASDAQ.

When is the Tigerless Health and CMCAF business combination expected to close?

The transaction is expected to close in the second half of 2026. Completion depends on regulatory approvals, approvals by the shareholders of both Tigerless Health and Piermont Valley Acquisition Corp., and satisfaction or waiver of other customary closing conditions described in deal documents.

What does Tigerless Health plan to use the SPAC transaction for?

Tigerless Health expects the transaction to support continued investment in its technology platform. The company emphasizes proprietary artificial intelligence capabilities designed to improve how consumers understand, select, and navigate insurance through a more modern, data-driven digital experience.

What SEC filings will be made for the Tigerless Health–CMCAF merger?

A Tigerless subsidiary (Pubco) intends to file a Registration Statement on Form S-4 with the SEC. It will serve as a proxy statement/prospectus for Piermont Valley Acquisition Corp. shareholders, containing detailed information about Tigerless Health, the merger terms, and related risks.

Filing Exhibits & Attachments

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