Piermont Valley Acquisition Corp

Overview

Piermont Valley Acquisition Corp (formerly Capitalworks Emerging Markets Acquisition Corp) is a Cayman Islands exempted company formed as a special purpose acquisition company (SPAC). Its primary objective is to complete a Business Combination with one or more operating businesses or assets.

Current status

• No operations or operating revenue to date. The company holds cash in a trust and intends to seek a Business Combination.
• As of the filing date, no Business Combination target had been identified.

Employees and customers

• Employees: 1 executive officer; no full-time employees prior to a completed Business Combination.
• Customers: None.

Financial position (highlights)

• Trust account (as of March 31, 2025): Approximately $2,382,346 million in the Trust Account (source text indicates a likely misprint and also references per-share redemption mechanics).
• Public redemption reference: Approximately $11.62 per public share if a liquidation/redemption occurs under the applicable terms.
• No operating revenue to date.
• Funding sources: Proceeds from the public offering and private placement warrants, with potential additional funding through a Forward Purchase Agreement.

Capital structure and key securities

• Founder Shares: 5,750,000 Class B ordinary shares purchased May 12, 2021 for $25,000 total (approximately $0.004 per share).
• IPO:
  • 23,000,000 Units sold in the initial public offering, plus a 3,000,000 Unit overallotment, at $10.00 per Unit.
  • Each Unit consists of one Class A ordinary share and one-half of one Public Warrant.
  • Public Warrants: exercisable at $11.50 per share; expire five years after a Business Combination (subject to earlier redemption or liquidation). Public Warrants become exercisable 30 days after a Business Combination is completed and an effective registration statement is in place.
• Private Placement Warrants: 10,500,000 warrants purchased at $1.00 each, issued to the sponsor at IPO.
• Forward Purchase Agreement (Camber Base, LLC, affiliate of Brown University):
  • Up to $20.0 million of Forward Purchase Units may be purchased at $10.00 per unit.
  • Each unit: one Forward Purchase Share and one-half Forward Purchase Warrant.
  • Forward Purchase Investor agreed not to redeem Class A ordinary shares held by them in connection with the initial Business Combination.
  • Forward Purchase Warrants exercisable to purchase one Class A ordinary share at $11.50.
  • Forward Purchase Shares are identical to IPO Class A shares but include transfer restrictions and certain registration rights.
  • Closing expected to occur substantially concurrently with the closing of the initial Business Combination; proceeds may be used for transaction consideration, transaction expenses, and post-transaction working capital.

Shareholder extensions and related redemptions

• First extension: Deadline extended from March 3, 2023 to June 3, 2023; redemptions included 18,751,603 Class A shares redeemed at $10.51.
• Second extension: Extended to March 3, 2025; redemptions included 3,036,666 Class A shares redeemed at $11.07.
• Third extension: Extended to March 3, 2026; redemptions included 1,066,745 Class A shares redeemed at approximately $10.91.

Sponsorship, name change and restructuring

• April 19–25, 2024: CEMAC Sponsor LP entered a securities purchase agreement with Vikasati Partners LLC to sell a Class B ordinary share, 3,925,000 Class A ordinary shares, and 7,605,000 private placement warrants; new directors/officers designated by Vikasati Partners were appointed.
• February 2025: Company changed name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp.
• July 11, 2025 (recent restructuring): Agreement among the New Sponsor, Vikasati Partners, and the Company to transfer shares and cancel 11,700,000 private placement warrants; amendments to related agreements and voting arrangements; changes in sponsor and director/officer lineup.

Nasdaq status

• June 2024: Nasdaq notified the company of a delisting for failing to complete a Business Combination within the required 36 months. The company did not appeal the suspension.

Recent corporate actions (highlights)

• March 1, 2023: Business Combination Agreement with Lexasure Financial Group Ltd. (later terminated March 22, 2024).
• April 2024: Securities purchase arrangement with Vikasati Partners and appointment of new directors/officers.
• June 2024: Nasdaq delisting notice; no appeal pursued.
• April–July 2025: Name change and sponsor/ownership restructuring, including cancellation of certain private placement warrants.

Strategy and governance considerations

• The company continues to pursue an initial Business Combination and may consider targets in any sector consistent with its charter and governing documents.
• The charter anticipates that the post-transaction company would operate as a going concern and not be treated as an investment company, with the Trust Account structure and restricted investments intended to address related considerations.
• The company has acknowledged potential conflicts of interest among sponsors, officers, and directors and has indicated that independent opinions would be sought where relevant (for example, in transactions involving affiliates).