CMCAF SEC filings, in plain English
Everything Piermont Valley Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by Piermont Valley Acquisition Corp (CMCAF). The filing is the first quarterly report since the Company announced a definitive merger agreement on April 17, 2026 with Tigerless Health Inc. Key updates include: (1) the merger agreement terms, including a PIPE financing target of at least $5 million (no binding commitments yet), a termination date of September 30, 2026 (auto-extend to December 31, 2026 if S-4 not effective), and an earn-out of up to 10 million Pubco shares for Tigerless founder Zikang Wu; (2) the Fourth Extension approved on March 2, 2026, moving the business combination deadline from March 3, 2026 to March 3, 2027; (3) trust account balance of $2,478,814 as of June 30, 2026, held for 204,450 redeemable Class A shares; (4) working capital deficit of $352,705 and only $2,875 cash outside trust; (5) a going concern qualification; (6) a material weakness in internal controls over complex financial instruments that remains unremediated; (7) change in auditor from Marcum to Aloba in August 2025; (8) cancellation of 11.7 million Private Placement Warrants in July 2025; (9) sponsor working capital note outstanding of $276,521; (10) non-redemption agreements with third parties that will transfer 740,077 Founder Shares at closing; and (11) public warrant liability of $1,150,000 valued using a 40% probability of completing a business combination. Why it matters: This filing provides the first comprehensive financial picture after the Tigerless deal was announced, showing the SPAC’s very low cash outside trust, heavy reliance on sponsor loans, and the trust per-share value of approximately $12.12 (computed from $2,478,814 / 204,450 shares). The valuation of the public warrants uses a 40% probability of deal completion, the merger agreement includes a hard deadline of September 30, 2026 (extendable to December 31, 2026), and there are multiple non-redemption agreements that will dilute sponsors but support the deal. The going concern warning and material weakness signal high execution risk. Investors tracking redemption timelines and deal progress will note the trust value and sponsor conduct.
What changed vs 2026-02-20trust $2.4M → $2.5M +4%deadline 2026-03-03 → 2027-03-03shares 205K → 204K -0%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $2.4M$2.5M
- Combination deadline
- 2026-03-032027-03-03
- Redeemable shares
- 205K204K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $280K · unchanged
SpacBrain reads this as $98,814 was added to the trust between the two filings.
The clause …“as earned. As of June 30, 2026 and March 31, 2026, cash and cash equivalents held in the Trust Account were $ 2,478,814 and $ 2,456,980 , respectively. The following table reconciles cash and cash equivalents presented in the balance”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“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”…
SpacBrain reads this as 536 shares are no longer redeemable.
The clause …“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”…
The clause …“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”…
The clause …“Offering. During the period from inception to December 3, 2021, the Company borrowed $ 280,000 pursuant to the IPO Promissory Note. Such borrowings were repaid in full at the closing of the Initial Public Offering on December 3, 2021.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for the fiscal year ended March 31, 2026. Trust value per share $12.02 as of March 31, 2026, with $2.46 million in trust. Deadline extended to March 3, 2027 via Fourth Extension approved March 2, 2026. New sponsor Valleypark Road, LLC took control effective July 11, 2025; 11.7M private placement warrants cancelled. Merger Agreement signed with Tigerless Health on April 17, 2026 (post-balance-sheet). Still no business combination consummated. Material weaknesses in internal controls remain unremediated. Going concern qualification included. Why it matters: Investors need to assess trust value per share, deadline extension, sponsor changes, and the announced deal. The filing provides critical updates on redemption mechanics, extension votes, and the status of the target business combination. The lack of remediation of material weaknesses and the going concern opinion are significant risks.
What changed vs 2026-02-05trust $13.5M → $8.1M -40%deadline 2026-03-03 → 2027-03-03shares 205K → 204K -0%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $13.5M$8.1M
- Combination deadline
- 2026-03-032027-03-03
- Redeemable shares
- 205K204K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $280K · unchanged
SpacBrain reads this as $5,430,000 left the trust between the two filings.
The clause …“also provided for a deferred underwriting fee of $ 0.35 per Unit, or $ 8,050,000 , payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination,”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“a business combination. In addition, if the Company is unable to consummate a business combination by March 3, 2027, the Company will be required to cease operations and liquidate. These conditions raise substantial doubt about the”…
SpacBrain reads this as 536 shares are no longer redeemable.
The clause …“from our Trust Account to pay such holders. Following the Fourth Extension, 204,450 Class A ordinary shares subject to possible redemption remained outstanding. On April 17, 2026, the Company entered into the Merger Agreement with”…
The clause …“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”…
The clause …“Offering. During the period from inception to December 3, 2021, the Company borrowed $ 280,000 pursuant to the IPO Promissory Note. Such borrowings were repaid in full at the closing of the Initial Public Offering on December 3, 2021.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K filed as a Rule 425 communication announcing a definitive business combination agreement between Piermont Valley Acquisition Corp (CMCAF) and Tigerless Health, Inc. The filing includes the full merger agreement as an exhibit and a joint press release. Piermont entered into an Agreement and Plan of Merger on April 17, 2026, with Tigerless Health and its affiliates. Under the deal, Piermont shareholders will receive one share of Pubco Class A common stock per Piermont share. Tigerless shareholders will receive Pubco shares based on an exchange ratio. An earnout of up to $100 million in Pubco shares is available over four years for Tigerless shareholders, based on revenue growth, gross margin improvement, or systems integration milestones. A PIPE of at least $5 million is targeted but not yet committed. The trust account held approximately $2.44 million as of December 31, 2025 (not $10.2 per share as previously indicated). The deadline to close is September 30, 2026, automatically extended to December 31, 2026 if the SEC has not declared the registration statement effective. Insiders have signed support agreements to vote in favor and not redeem their shares. Why it matters: This is the first definitive deal for a small SPAC with a very low trust balance ($2.44M), which raises questions about ability to fund the transaction and avoid excessive redemptions. The target, Tigerless Health, is an insurtech with an enterprise value of ~$280 million, implying a large relative size to the trust. The transaction depends on a modest $5M PIPE and the willingness of Piermont shareholders to remain invested despite a low trust per share. The earnout structure could provide additional upside to Tigerless shareholders if performance targets are met. The deal timeline is tight (closing targeted in second half of 2026) and subject to shareholder approval, SEC clearance, and Nasdaq listing.
pipenothing moved · 1 with no prior record of ours
- PIPE
- $5.0M · unchanged
The clause …“and obtain commitments from, potential investors for a financing (the “PIPE Financing”) in an aggregate amount of $5,000,000 or more, to be consummated concurrently with or immediately prior to the Closing. The terms of any PIPE”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K filed by Piermont Valley Acquisition Corp (CMCAF) on April 20, 2026, reporting the entry into a definitive Agreement and Plan of Merger with Tigerless Health, Inc. The document includes the merger agreement and a joint press release announcing the transaction. Piermont entered into a merger agreement with Tigerless Health, an insurtech company. Under the terms, Piermont shareholders will receive one share of Pubco (Tigerless AI Holdings) Class A common stock per Piermont share, and Tigerless shareholders will receive 5,600,000 Pubco Class A shares and 22,400,000 Pubco Class B shares. The transaction values Tigerless at an enterprise value of approximately $280 million. The trust account held approximately $2.44 million as of December 31, 2025, far below the stated $10.20 per share trust value. There is a $5 million PIPE target. The merger agreement includes a termination date of September 30, 2026, automatically extended to December 31, 2026 if the SEC has not declared the registration statement effective by September 30. Insiders have signed support agreements to vote in favor and not redeem shares. An earnout of up to $100 million in Pubco Class A shares is contingent on revenue/policyholder growth, gross margin improvement, or systems integration milestones over four annual periods. Why it matters: This filing marks the definitive deal announcement for Piermont Valley Acquisition Corp. Key issues for investors: (1) The trust account appears to hold only ~$2.44 million, implying a trust per share of roughly $0.41, far below the $10.20 figure historically associated with the SPAC; this means the combined company will have minimal cash from the trust unless a large PIPE materializes. (2) The $5 million PIPE target is relatively small compared to the $280 million enterprise value, raising questions about post-merger working capital. (3) The deadline for closing is the earlier of September 30, 2026 (extendable to December 31, 2026 if the S-4 is not effective) or the SPAC's dissolution deadline of March 3, 2027. (4) Insider support agreements reduce the risk of redemptions, but the low trust value may still lead to significant redemptions if public shareholders choose to exit. (5) The business combination is subject to shareholder approval, SEC effectiveness, and Nasdaq listing of Pubco Class A common stock. (6) The earnout structure provides additional upside to Tigerless shareholders if the combined company meets growth targets.
pipenothing moved · 1 with no prior record of ours
- PIPE
- not previously extracted$5.0M
The clause …“and obtain commitments from, potential investors for a financing (the “PIPE Financing”) in an aggregate amount of $5,000,000 or more, to be consummated concurrently with or immediately prior to the Closing. The terms of any PIPE”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report under Item 5.02 disclosing a director departure. Piermont Valley Acquisition Corp reported via its 8-K that Brian Coad resigned from the Board of Directors on February 24, 2026. The Company stated the resignation 'was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.' Chairman and Chief Executive Officer Wei Qian dated and signed the filing on March 10, 2026. Why it matters: Board departures affect SPAC governance continuity, committee coverage, and sponsor execution capacity ahead of merger completion. The filing does not announce changes to the redemption deadline, seek to extend the trust, adjust the trust share value, or update the status or timeline of a pending business combination. Regarding contractual terms, the cover page notes Class A ordinary shares carry a par value of $0.0001 per share and whole warrants carry an exercise price of $11.50 per share. Historical corporate naming changes to Capitalworks Emerging Markets Acquisition Corp occurred on June 1, 2021, and June 14, 2021. Absent a successor board appointment or formal amendment to business combination timing, the mechanics of the announced deal and the redemption calendar remain unchanged.
What changed: A Form 8-K current report detailing the submission of matters to a vote of security holders and subsequent amendments to the memorandum and articles of association, formally documenting shareholder approval of a business combination deadline extension and the resulting share redemptions. The company reports that at an extraordinary general meeting on March 2, 2026, shareholders voted 5,950,000 For, 0 Against, 1 Abstain, and 0 Broker Non-Votes to approve an amendment extending the required business combination consummation date from March 3, 2026 to March 3, 2027. The filing states that an aggregate of 536 shares were redeemed in connection with the extension, leaving 5,954,419 Class A Ordinary Shares and 1 Class B Ordinary Share outstanding. The revised articles preserve the board's sole discretion to elect to wind up operations before the new deadline. The report is dated and executed by Chairman and Chief Executive Officer Wei Qian. Why it matters: The extension defers the mandatory liquidation trigger by one full year, shifting the SPAC's termination exposure from March 2026 to March 2027 and indicating the sponsor's intention to continue deal execution rather than pursue a default redemption. The redemption volume was immaterial (536 shares), meaning nearly all remaining trust capital stays available for a future business combination. Because this filing is strictly an administrative governance update surrounding the extension vote, it contains no information on deal progress, target selection, valuation, sponsor support agreements, or current trust account balances.
What changed: A Form 8-K Current Report disclosing the entry into a Material Definitive Agreement, specifically a Non-Redemption Agreement and Assignment of Economic Interest (Exhibit 10.1), executed by Piermont Valley Acquisition Corp, its sponsor Valleypark Road LLC, and third-party investor Funicular Funds, LP. The sponsor entered into a binding arrangement to compensate Funicular Funds, LP with 90,000 Founder Shares—transferred concurrently with any future business combination closing—in exchange for the investor's agreement not to redeem 200,000 Class A ordinary shares at the forthcoming extraordinary general meeting. The 8-K (Item 1.01) states this agreement is designed to increase funds retained in the company’s trust account following the extension vote. It corroborates the proxy statement filed February 9, 2026, which proposes amending the Charter to push the initial business combination deadline to March 3, 2027. Why it matters: Beyond redemption mechanics, the filing outlines significant legal and operational parameters. According to Exhibit 10.1, the investor represents it is an institutional accredited investor located at 601 California Street, Suite 1151, San Francisco, CA 94108, and covenants to vote all owned ordinary shares in favor of the extension proposals. The agreement grants the investor registration rights under a November 30, 2021 Registration Rights Agreement, waives Rule 10b-5 claims concerning potential material non-public information, and subjects disputes to New York jurisdiction with a jury trial waiver. Registered securities confirmed in the cover page include units (CMCAU), Class A ordinary shares with a $0.0001 par value (CMCAF), and warrants with a $11.50 exercise price (CMCAW). Chairman and Chief Executive Officer Wei Qian countersigned the report alongside sponsor signatory Xinying Wu. The filing contains no revenue projections, customer data, or technological disclosures.
What changed: A quarterly report (Form 10-Q) for Piermont Valley Acquisition Corp (formerly Capitalworks Emerging Markets Acquisition Corp) for the period ended September 30, 2025, filed by CEO Wei Qian. The document includes unaudited financial statements, management's discussion and analysis, and routine certifications. This 10-Q reports no new target deal progress; the SPAC remains a shell company seeking a business combination with a deadline of March 3, 2026. The trust account held approximately $2.42 million as of September 30, 2025, down from $2.38 million at March 31, 2025, per the Company's statements. There has been a sponsor transition: on July 11, 2025, Valleypark Road, LLC acquired control from Vikasati Partners, resulting in the cancellation of all 11,700,000 private placement warrants and the forgiveness/write-off of various related-party liabilities, recorded as capital contributions reducing shareholders' deficit. The independent auditor was changed from Marcum LLP to Aloba, Awomolo & Partners in August 2025, and the company was delisted from Nasdaq. The working capital deficit grew to $161,390 as of September 30, 2025, and management reiterates substantial doubt about the ability to continue as a going concern. Why it matters: The sponsor transition and subsequent cleanup of liabilities (private warrant cancellation, debt forgiveness) materially restructured the balance sheet, reducing the prior sponsor's influence and likely clearing the path for a new business combination deal. The tiny remaining trust ($2.42M) and working capital deficit highlight extreme liquidity risk and the need for a new sponsor to fund operations and a deal. The auditor change and prior material weakness in internal controls over financial reporting ('lack of qualified SEC reporting professional') persist, as disclosure controls were deemed not effective.
trust account, combination deadline, going-concern doubt +2nothing moved · 5 with no prior record of ours
- Trust account
- $2.4M · unchanged
- Combination deadline
- 2026-03-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $280K · unchanged
- Redeemable shares
- 145K · unchanged
The clause …“30, 2025, and March 31, 2025, the Company had approximately $ 2.41 and $ 2.38 million investments held in the Trust Account, respectively. Offering Costs associated with the Initial Public Offering The Company complies with the”…
The clause …“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”…
The clause …“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”…
The clause …“Offering. During the period from inception to December 3, 2021, the Company borrowed $ 280,000 pursuant to the IPO Promissory Note. Such borrowings were repaid in full at the closing of the Initial Public Offering on December 3, 2021.”…
The clause …“future events. Accordingly, at September 30, 2025 and March 31, 2025, 144,986 Class A ordinary shares subject to possible redemption in the amount of $ 2,417,988 and $ 2,382,346 respectively, are presented as temporary equity,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-Q quarterly report for the period ended December 31, 2025. Financial statements show continued operating losses; trust account reduced to $2.44 million with only 204,986 shares subject to possible redemption; sponsor transition completed in July 2025 with Valleypark Road LLC acquiring control, cancellation of 11,700,000 private placement warrants, waiver of $1,471,195 note payable, and forgiveness of $400,068 due to related party; auditor changed from Marcum LLP to Aloba, Awomolo & Partners; new working capital loan from Valleypark of up to $1,000,000; no new business combination announced. Why it matters: Trust per-share value is approximately $11.91, but the company faces a working capital deficit of $180,537 and a going concern qualification. The deadline to complete a business combination is March 3, 2026. The new sponsor has not yet identified a target. The cancellation of private warrants and debt forgiveness by the prior sponsor are significant sponsor conduct events that improve the balance sheet but underscore the company's distressed state.
What changed vs 2026-02-20shares 145K → 205K +41%redeemable shares, trust account, combination deadline +21 moved · 4 with no prior record of ours
- Redeemable shares
- 145K205K
- Trust account
- $2.4M · unchanged
- Combination deadline
- 2026-03-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $280K · unchanged
SpacBrain reads this as 60,000 more shares carry a redemption right.
The clause …“future events. Accordingly, at December 31, 2025 and March 31, 2025, 204,986 Class A ordinary shares subject to possible redemption in the amount of $ 2,417,988 and $ 2,382,346 respectively, are presented as temporary equity,”…
The clause “December 31, 2025, and March 31, 2025, the Company had approximately $ 2.44 and $ 2.38 million investments held in the Trust Account, respectively. Offering Costs associated with the Initial Public Offering The Company complies with the”…
The clause …“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”…
The clause …“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”…
The clause …“Offering. During the period from inception to December 3, 2021, the Company borrowed $ 280,000 pursuant to the IPO Promissory Note. Such borrowings were repaid in full at the closing of the Initial Public Offering on December 3, 2021.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025, filed by Piermont Valley Acquisition Corp (formerly Capitalworks Emerging Markets Acquisition Corp). Trust account balance was $2,403,485 as of June 30, 2025, representing approximately $11.73 per share for 204,986 shares subject to redemption. The company had extended its deadline to March 3, 2026, but subsequent events reveal that the trust was liquidated in August 2025 and all public shares redeemed. No business combination was completed. Sponsor changed in July 2025 from Vikasati Partners to Valleypark. Auditor changed from Marcum to Aloba in August 2025. The company reported a net loss of $897,045 for the quarter. Why it matters: The filing indicates the SPAC likely liquidated after quarter-end, with the trust fully depleted in August 2025. This means no business combination will occur. Investors should expect final distributions. The sponsor change and auditor dismissal are also significant. The net loss and working capital deficit highlight ongoing cash burn.
What changed vs 2024-02-20trust $240.4M → $2.4M -99%deadline 2025-03-03 → 2026-03-03sponsor loan $710K → $280Ktrust account, combination deadline, sponsor loans outstanding +23 moved · 2 with no prior record of ours
- Trust account
- $240.4M$2.4M
- Combination deadline
- 2025-03-032026-03-03
- Sponsor loans outstanding
- $710K$280K
- Redeemable shares
- not previously extracted145K
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $238,020,000 left the trust between the two filings.
The clause “At June 30, 2025, and March 31, 2025, the Company had approximately $ 2.40 and $ 2.38 million in investments held in the Trust Account, respectively. Offering Costs associated with the Initial Public Offering The Company complies with”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“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”…
SpacBrain reads this as $430,440 of sponsor debt has come off.
The clause …“Offering. During the period from inception to December 3, 2021, the Company borrowed $ 280,000 pursuant to the IPO Promissory Note. Such borrowings were repaid in full at the closing of the Initial Public Offering on December 3, 2021.”…
The clause …“of uncertain future events. Accordingly, at June 30, 2025 and March 31, 2025, 144,986 Class A ordinary shares subject to possible redemption in the amount of $ 2,403,485 and $ 2,382,346 respectively, are presented as temporary equity,”…
The clause …“redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A definitive proxy statement (DEF 14A) filed by Piermont Valley Acquisition Corp to solicit shareholder votes at an extraordinary general meeting on March 2, 2026 regarding an Extension Amendment to prolong the business combination deadline and a procedural Adjournment Proposal. The Board stated that the company proposes amending its charter to extend the business combination deadline from March 3, 2026 to March 3, 2027, while reserving Board discretion to liquidate operations earlier. The Company calculated that based on approximately $2.45 million in the Trust Account as of February 6, 2026, the estimated pro rata redemption price would be approximately $11.97 per public share before tax adjustments. Valleypark Road, LLC (the 'New Sponsor') reported owning 2,238,999 Class A ordinary shares and 1 Class B ordinary share, with voting authority over an additional 3,511,000 Class A ordinary shares from prior sponsors, representing approximately 96.6% of outstanding ordinary shares; the New Sponsor intends to vote all such shares in favor of the extension. According to the proxy statement, prior sponsors agreed to cancel an aggregate of 11,700,000 private placement warrants. Management confirmed there is insufficient time before March 3, 2026 to consummate a business combination and disclosed that the parties previously terminated the Lexasure Business Combination Agreement on March 22, 2024. The Board further stated that prior sponsors have agreed to indemnify the company to ensure trust proceeds are not reduced below $10.20 per public share by certain third-party claims. Why it matters: This filing materially alters the redemption timeline and trust dynamics for CMCAF investors. According to the Board, shareholders must decide whether to tender shares at an estimated $11.97 each before the March 2026 lapse or retain them for potential future redemption under a one-year extension, accepting the risk that sponsor-backed indemnification may not fully cover trust depletion if third-party claims arise. The proxy statement emphasizes that the New Sponsor's control of approximately 96.6% of voting shares effectively precludes minority opposition to the extension, underscoring limited minority shareholder influence. Management highlighted that the unilateral cancellation of 11,700,000 private placement warrants by prior sponsors removes significant future equity dilution. The filing discloses a $1,000,000 loan from the New Sponsor (convertible into warrants at $1.50 each, capped at $1,500,000 total) and ongoing search efforts post-Nasdaq delisting, which signals continued, albeit delayed, deal pursuit according to company statements. Investors tracking trust liquidity, extension triggers, and sponsor conduct will find this document critical for modeling redemption economics and evaluating management's timeline credibility.
What changed vs 2025-02-18deadline 2026-03-03 → 2027-03-03combination deadline1 moved
- Combination deadline
- 2026-03-032027-03-03
SpacBrain reads this as 365 days later than the previous record.
The clause …“the Company must consummate a business combination, from March 3, 2026 to March 3, 2027. ☐ ☐ ☐ Proposal 2 — Adjournment Proposal FOR AGAINST ABSTAIN Approve the adjournment of the extraordinary general meeting to a later date or”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-K annual report for the fiscal year ended March 31, 2025, which includes audited financial statements, MD&A, risk factors, and corporate governance information. The 10-K reports a net income of $1.6 million for FY2025, trust account value of approximately $2.38 million as of 3/31/2025, and a working capital deficit of $1.99 million. The company extended its deadline to complete a business combination to March 3, 2026, via the 'Third Extension'. Redemptions of 1,066,745 Class A shares at ~$10.91 each reduced the trust. The company's sponsor changed to Valleypark Road LLC on 7/11/2025, which included the cancellation of 11.7 million private placement warrants and a new working capital loan of up to $1 million. The trust was fully depleted in August 2025 and all public shares were redeemed for a total of $2,382,346. Why it matters: The company is in a pre-deal state with a fully depleted trust account and no identified target. It has a going concern qualification from its auditors and discloses material weaknesses in internal controls. The deadline for a business combination is March 3, 2026, but without trust funds and with ongoing operating costs funded by related-party loans, the path to completing a deal or surviving to the deadline is uncertain. The sponsor change introduces new management and potential deal terms.
What changed vs 2023-07-14trust $240.4M → $13.5M -94%deadline 2024-03-03 → 2026-03-03shares 23.0M → 205K -99%trust account, combination deadline, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $240.4M$13.5M
- Combination deadline
- 2024-03-032026-03-03
- Redeemable shares
- 23.0M205K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $280K · unchanged
- Mandate language
- we are focusing our search on high-growth companies operatin…not matched in this filing
SpacBrain reads this as $226,962,010 left the trust between the two filings.
The clause …“At March 31, 2025 and 2024, the Company had approximately $ 2.38 million and $ 13.48 million in investments held in the Trust Account, respectively. Offering Costs associated with the Initial Public Offering The Company complies with”…
SpacBrain reads this as 730 days later than the previous record.
The clause …“reason. Upon redemption of our public shares, if we have not completed our Business Combination by March 3, 2026, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to provide”…
SpacBrain reads this as 22,795,014 shares are no longer redeemable.
The clause …“of uncertain future events. Accordingly, at March 31, 2025 and 2024, 204,986 and 1,211,731 Class A ordinary shares subject to possible redemption in the amount of $ 2,382,346 and $ 13,483,034 respectively, are presented as”…
The clause …“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”…
The clause …“Offering. During the period from inception to December 3, 2021, the Company borrowed $ 280,000 pursuant to the IPO Promissory Note. Such borrowings were repaid in full at the closing of the Initial Public Offering on December 3, 2021.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary Proxy Statement (PRE 14A) and Notice of Extraordinary General Meeting soliciting shareholder votes on a charter amendment and adjournment proposal. The Company’s board of directors proposes extending the deadline to consummate an initial business combination from March 3, 2026 to March 3, 2027, while reserving sole Board discretion to liquidate operations earlier than that date. Public shareholders may elect to redeem their Class A ordinary shares at a pro rata portion of the Trust Account (including net interest minus applicable taxes) if they properly tender shares to Continental Stock Transfer & Trust Company by 5:00 p.m. Eastern Time on February 26, 2026. Valleypark Road, LLC (the 'New Sponsor') holds 2,238,999 Class A ordinary shares and 1 Class B ordinary share, with irrevocable voting authority over 3,511,000 additional Class A ordinary shares from the Prior Sponsors, representing approximately 96.6% of outstanding shares; the New Sponsor intends to vote all such shares in favor of the proposal. If the Extension Amendment Proposal fails, the Company will be required to cease operations, redeem all public shares, and distribute remaining Trust funds (less taxes and up to $100,000 for winding-up and dissolution expenses) to public shareholders, with all warrants expiring worthless. The Prior Sponsors have contractually agreed to indemnify the Company so that Trust proceeds do not fall below $10.20 per public share upon liquidation. The proxy states that as of February __, 2026, the Trust Account held approximately $__ million, yielding an estimated per-share redemption price of approximately $___ before tax adjustments. Why it matters: The filing indicates repeated failure to close a target despite multiple prior extensions following the December 3, 2021 IPO ($241,700,000 gross proceeds). Historical redemptions removed approximately $197.2 million in 2023, $33.6 million in 2024, and $11.64 million in 2025, progressively draining the Trust Account. Voting control is heavily concentrated with the New Sponsor (~96.6%), removing typical public holder leverage during extension negotiations. The document records the March 22, 2024 termination of the Lexasure Financial Group limited merger, successive sponsor transfers from CEMAC Sponsor LP to Vikasati Partners LLC to Valleypark Road, LLC, and the cancellation of 11,700,000 private placement warrants, reflecting prolonged search activity and sponsor restructuring. Material risk disclosures note that securities were delisted from Nasdaq, may trade OTC under Rule 419 penny stock conditions, face potential classification as an unregistered investment company due to extended duration, and could trigger the Inflation Reduction Act’s 1% excise tax on redemptions if U.S. domesticated. The proxy includes comprehensive U.S. federal income tax analysis for redeeming shareholders addressing PFIC treatment, Section 302 sale-or-exchange versus dividend characterization, FATCA withholding, and backup withholding protocols.
What changed: A Form 8-K current report disclosing a change in independent registered public accounting firm and the execution of a non-interest-bearing working capital promissory note. The Board of Directors of Piermont Valley Acquisition Corp dismissed Marcum LLP as its independent registered public accounting firm effective August 14, 2025, and appointed Aloba, Awomolo & Partners effective August 15, 2025. On August 14, 2025, Valleypark Road, LLC agreed to loan the Company up to $1,000,000 evidenced by a non-interest-bearing promissory note. Drawdowns require minimum requests of $10,000 and must be funded within three business days. The principal becomes repayable upon the earlier of a completed business combination or June 30, 2026. Upon a business combination, Valleypark Road, LLC retains an option to convert the outstanding principal into warrants at $1.50 per warrant, with conversion subject to applicable shareholder or target business approval. Piermont Valley Attribution Corp stated that if no business combination is consummated, the note and all amounts owed will be forgiven except to the extent the Company holds funds available outside its trust account. Marcum LLP's audit reports for the fiscal years ended March 31, 2023 and March 31, 2022 included a paragraph expressing substantial doubt about the Company's ability to continue as a going concern, and the Company referenced a previously disclosed material weakness in internal controls over accounting for complex financial instruments. Why it matters: The working capital facility provides immediate liquidity for deal pursuit while explicitly excluding trust account funds from its repayment obligation, preserving existing redemption economics for shareholders should the SPAC liquidate. The optional warrant conversion at $1.50 introduces a defined dilution pathway upon closing that could affect post-merger capitalization tables. The auditor transition, occurring after CBIZ CPAs P.C. acquired Marcum LLP's attest business on November 1, 2024, combined with the renewed citation of historical going concern qualifications and internal control material weaknesses, indicates ongoing structural and compliance monitoring ahead of the company's operational timeline. The filing contains no claims, data, or projections regarding customers, revenue, market size, technology, strategic partnerships, or target entity litigation.
What changed: SEC Form 3 insider ownership report. The Form 3, filed for Piermont Valley Acquisition Corp, attributes its disclosure entirely to reporting person Qian Wei, who holds the title of director. Per the filer’s explicit statement within the document, Qian Wei reports no non-derivative transactions or holdings. Why it matters: Because the Form 3 explicitly records zero beneficial ownership changes for the director, the filing does not alter the existing trust per share amount, does not impact the scheduled acquisition timeline, provides no evidence regarding deal progress or sponsor conduct, and contains no substantive commercial, technological, partnership, litigation, or strategic claims beyond identifying Qian Wei as a director.
What changed: SEC Form 3 — initial statement of beneficial ownership. According to Piermont Valley Acquisition Corp’s Form 3 submission, Valleypark Road, LLC is listed as a 10% owner maintaining a direct holding of 2,238,999 shares. In terms of SPAC mechanics, this filing does not amend the merger timeline, adjust the trust account balance, change redemption procedures, or signal a sponsor-backed extension. No acquisition consideration, financing arrangements, or closing prerequisites are noted. Why it matters: Attested exclusively by the regulatory filing and the issuer’s internal roster, the document contains no claims concerning target customer concentration, revenue trajectories, market sizing, operational strategy, technological IP, commercial alliances, legal disputes, or management composition. Attributed entirely to the submitted Form 3, this custody snapshot establishes baseline insider positioning without altering the liquidity, valuation, or governance parameters that drive shareholder redemption or conversion decisions.
What changed: A Schedule 13D, identified in its own terms as a beneficial ownership report. The filing serves as a beneficial ownership disclosure dated 2025-07-16. Because the text explicitly notes that a structured holder table is not present in this XML variant, no specific share quantities, percentages, or identity of the reporting entity are available. Accordingly, no verifiable changes to redemption mechanics, trust value redemption behavior, extension voting timelines, deal progress status, or sponsor conduct can be extracted from this document. Why it matters: As a beneficial ownership report, a Schedule 13D directly impacts SPAC investment mechanics by revealing cumulative purchases or sales that may cross statutory thresholds, signaling potential shifts in sponsor alignment, insider sentiment toward the documented $10.2 per-share trust amount, or strategic positioning ahead of the 2027-03-03 deadline. Tracking these holdings helps determine whether insiders expect shareholders to redeem or hold through a business combination. Beyond its classification as an ownership filing, the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel attributable to Piermont Valley Acquisition Corp, its officers, directors, or sponsors.
What changed: Form 4 — insider ownership report. Per the filing, reporting persons Vikasati Partners LLC and Guduru Suresh, each identified as a director, Chief Executive Officer, and 10% owner, disclosed the disposal of 2,238,999 shares at $0 on 2025-07-11-05:00, leaving them owning 1,686,001 shares after the transaction. Why it matters: This insider share reduction does not alter the redemption deadline, trust per share valuation, or the announced deal status, but the $0 execution price and ‘other’ transaction classification signal a non-market corporate action—such as a conversion, cancellation, or inter-affiliate transfer—that directly reshapes post-combination equity distribution and sponsor/related-party holding concentrations, which investors monitor when assessing capital structure and redemption dynamics. According to the document, the reporting persons made no statements regarding customer portfolios, revenue trajectories, market sizing, strategic initiatives, technology pipelines, commercial partnerships, legal disputes, or executive appointments beyond their stated governance titles and precise share balances.
What changed: SEC Schedule 13D/A — beneficial ownership report. This filing is identified as a Schedule 13D/A — beneficial ownership report [0001477932-25-005068]. Regarding merger mechanics, the provided text contains zero information concerning redemption pricing, trust account distributions, extension resolutions, business combination milestones, or sponsor behavior. Regarding all other substance, the excerpt presents no claims from the sponsor, target management, underwriters, or independent advisors regarding customer bases, revenue streams, addressable markets, corporate strategy, proprietary technology, strategic alliances, ongoing litigation, or executive appointments. The entirety of the supplied text consists only of the form title, the SEC accession number, and a technical annotation stating 'Structured holder table not present in this XML variant.' Why it matters: Because the submission lacks the mandated Schedule 13D/A tabular holdings data and accompanying explanatory statements, investors cannot determine whether a reporting threshold was breached, whether new voting or financial support agreements were executed, or whether ownership concentration shifts the leverage surrounding Piermont Valley Acquisition Corp’s documented $10.2 trust per share balance and 2027-03-03 deadline. In the absence of the omitted tables, this filing does not alter the mechanical or substantive posture of the announced transaction.
What changed: Form 8-K Current Report and attached Share Purchase Agreement documenting a change in control, sponsorship transfer, director and officer resignations and appointments, and cancellation of private warrants. According to Item 1.01 and the Share Purchase Agreement, Vikasati Partners LLC (the Sponsor) transferred 2,238,999 Class A Ordinary Shares and 1 Class B Ordinary Share to Valleypark Road, LLC (the Purchaser) for an aggregate purchase price of $100. The Share Purchase Agreement stipulates that the Sponsor and CEMAC Sponsor LP (the Prior Sponsor) will cancel an aggregate of 11,700,000 private placement warrants. The SPAC’s Organizational Documents previously extended the Initial Business Combination deadline from June 3, 2023 to March 3, 2024, and again from March 3, 2024 to March 3, 2025. Per Section 4.13, the SPAC confirmed a Trust Amount of Two Million Four Hundred Thousand Dollars ($2,400,000) held in the Trust Account. Under Section 7.4, the Purchaser will deliver a Rule 14f-1 information statement and appoint three independent directors to the board ten days after mailing. Section 8 confirms the Acquiror assumes all post-Closing liabilities, including responsibility for orderly liquidation if the SPAC fails to consummate a combination by March 3, 2026. Separately, Item 5.02 reports that Suresh Guduru (Chief Executive Officer and Chairman), Brian Coad (Chief Financial Officer), and directors John Levy, Suresh Singamsetty, and Kishore Kondragunta submitted immediate resignations effective July 11, 2025, with Wei Qian simultaneously appointed Chairman, Chief Executive Officer, and Chief Financial Officer. Section 2.4.9 discloses that Barclays Capital Inc. and BTIG, LLC each waived all deferred underwriting fees and future financing rights of first refusal. Section 7.6 allocates periodic reporting costs through March 31, 2025 equally between the Acquiror and Sponsor, capping Sponsor contributions at $25,000. Article 4 represents that authorized share capital totals $55,500 across 500,000,000 Class A, 50,000,000 Class B, and 5,000,000 preference shares, with 5,954,986 Class A and 1 Class B outstanding, plus 23,200,000 SPAC Warrants exercisable at $11.50 per share. Why it matters: The filing establishes a complete leadership and equity handover, moving control from the founding sponsors to a new purchaser who now directs proxy voting and board appointments. The explicit $100 transaction price and the irrevocable waiver of claims against the Trust Account by both the Acquiror and Sponsor (per Section 20) insulate the $2,400,000 trust from third-party recourse, preserving those funds strictly for public redemptions or a successful business combination. By cancelling 11,700,000 warrants, the agreement permanently removes those instruments from circulation, directly reducing headline dilution. The March 3, 2026 deadline remains firm, meaning redemption timing and extension decisions hinge entirely on whether the new governing body advances a target before that date. Additionally, Item 5.02 describes Wei Qian’s background, noting he previously served as an independent director of Battery Future Acquisition Corp until its April 2025 combination, and his expertise spans TMT, healthcare, and climate tech, signaling an active pivot toward deal sourcing, though the filing contains no announced target, customer lists, revenue projections, or market size data.
What changed: A Form 8-K current report disclosing the results of a shareholder vote held on February 28, 2025, which approved corporate charter amendments to extend the business combination period, remove a net tangible asset floor on share redemptions, and change the corporate name. Per the Company’s filing, shareholders voted to approve extending the date by which the Company must consummate a business combination from March 3, 2025 to March 3, 2026. The registrant further reported eliminating the charter provision that prohibited redemptions if they would result in net tangible assets below US$5,000,001, permitting redemptions irrespective of that limitation. The filing confirmed that 1,006,745 shares were redeemed following the extension proposal, leaving 5,954,986 Class A Ordinary Shares and 1 Class B Ordinary Share outstanding. Voting tabulations published in the report show each proposal received 6,280,860 votes in favor, zero against, zero abstentions, and zero broker non-votes. As stated in the signature block, Suresh Guduru executed the report as Chairman and Chief Executive Officer on March 7, 2025. The document contains no disclosures regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. Why it matters: The extension pushes the mandatory liquidation window forward by one full year, delaying when uncommitted trust funds become payable upon dissolution and altering the liquidity timeline for public shareholders. Removing the US$5,000,001 net tangible asset floor eliminates a structural barrier to share redemptions, which may accelerate trust fund withdrawals if holders opt for cash payouts ahead of any potential business combination. The updated outstanding share count of 5,954,986 Class A Ordinary Shares and 1 Class B Ordinary Share establishes the new baseline for per-share trust valuations and voting weight. Unanimous approval across all proposals signals broad holder alignment behind the sponsor’s extension request, mitigating near-term dissolution risk. The documented name change solely updates market identification and does not alter securities structure, warrant terms, or underlying trust capital.
What changed: A Form 8-K Current Report under Section 13 or 15(d) of the Exchange Act disclosing the entry into a Non-Redemption Agreement and Assignment of Economic Interest between Capitalworks Emerging Markets Acquisition Corp, its sponsor Vikasati Partners LLC, and a third-party investor. According to Item 1.01 and Exhibit 10.1, effective February 27, 2025, the Sponsor entered into a binding arrangement with Funicular Funds, LP whereby the investor agrees not to redeem an aggregate of 200,000 Class A ordinary shares (par value $0.0001 per share) at the forthcoming extraordinary general meeting. In exchange, the Sponsor committed to transfer 80,000 founder shares to the investor contemporaneously with the closing of the initial business combination, provided the non-redemption condition holds. The filing references a Schedule 14A proxy statement filed February 18, 2025, to seek shareholder approval for a charter amendment extending the business combination deadline to March 3, 2026. The agreement specifies that if the investor holds fewer than 200,000 qualifying shares (capped at the lesser of 200,000 public shares or 9.99% of public shares outstanding post-extension), the transferred founder share count adjusts proportionately. Management stated the agreement is expected to increase the amount of funds that remain in the trust account following the meeting. Why it matters: The Non-Redemption Agreement establishes a concrete redemption floor ahead of the extension vote, directly influencing post-vote trust liquidity and the financial feasibility of a subsequent business combination. The 200,000-to-80,000 share swap ratio pricing mechanism creates an explicit valuation benchmark for non-trusting shareholders and triggers a most-favoured-nations clause that could force the sponsor to offer identical 2-to-1 economics to any future counterparties. Additionally, Exhibit B and Section 1.2 create a carved-out exception to the standard November 30, 2021, Letter Agreement by exempting the investor’s public shares from trust-account liquidation and voting restrictions, thereby reallocating traditional sponsor protection while still binding the investor to registration rights obligations.
What changed: Definitive Proxy Statement (DEF 14A) soliciting shareholder votes at an extraordinary general meeting. The Company's board of directors proposes extending the business combination deadline from March 3, 2025 to March 3, 2026, permitting the Board to wind up operations on an earlier date, proposing a name change to Piermont Valley Acquisition Corp., and submitting an Adjournment Proposal. The board also proposes eliminating the charter restriction that prevents redemptions if net tangible assets would fall below US$5,000,001. The Company states approximately $13.98 million was held in the Trust Account as of February 11, 2025, estimating a pro rata redemption price of approximately $11.54 per share before removing accrued interest to pay taxes. Shareholders must submit written redemption requests and deliver shares electronically via DTC or physically to Continental Stock Transfer & Trust Company by 5:00 p.m. Eastern Time on February 26, 2025. Regarding sponsor conduct and capital structure, the Prior Sponsor converted 5,749,999 Class B shares to Class A on May 23, 2023, and transferred 3,925,000 Class A shares, one Class B share, and 7,605,000 private placement warrants to Vikasati Partners LLC (New Sponsor) on April 19, 2024. On November 18, 2024, the New Sponsor executed a non-binding term sheet with Oazis Inc. ('Buyer') for the transfer of 2,318,999 Class A ordinary shares and one Class B ordinary share, accompanied by planned officer/director resignations and replacement appointments. The document also details extensive U.S. federal income tax considerations, including Passive Foreign Investment Company ('PFIC') mark-to-market and QEF election rules, a potential 1% excise tax under the Inflation Reduction Act if domesticated prior to redemptions, and CFIUS national security review risks for U.S. targets. Additionally, the Company acknowledges its securities are delisted from Nasdaq with limited secondary market liquidity, and notes that prior redemptions removed $197,192,733.57 (approximately $10.51 per share) on May 23, 2023, and approximately $33,616,850 (approximately $11.07 per share) on February 29, 2024, leaving 6,691,730 Class A shares and one Class B share outstanding. Why it matters: If the Extension Amendment fails, or if the Redemption Limitation Amendment fails and post-redemption net tangible assets drop below US$5,000,001, the Company states it will be forced to dissolve and liquidate the Trust Account by March 3, 2025. Approval extends the business combination search but keeps redemption rights alive; however, redemption payments are strictly contingent on extension approval. The Prior Sponsor and New Sponsor collectively control approximately 82.6% of outstanding ordinary shares and have declared they intend to vote 'FOR' all proposals, effectively securing passage. Public warrants and 11,700,000 Private Placement Warrants (each exercisable for one Class A ordinary share at $11.50 per share) will survive an extension but expire worthless upon liquidation. The Company warns that the Prior Sponsor's indemnity obligation to cover trust shortfalls down to $10.20 per public share may be unfulfillable because the Company believes the Prior Sponsor's only assets are company securities, and no officers or directors provide similar indemnification. Shareholders face an immediate liquidity decision with a hard submission deadline, while unit holders must first separate underlying warrants before exercising redemption rights.
What changed vs 2024-02-16deadline 2025-03-03 → 2026-03-03combination deadline, sponsor loans outstanding1 moved · 1 with no prior record of ours
- Combination deadline
- 2025-03-032026-03-03
- Sponsor loans outstanding
- $1.4Mnot matched in this filing
SpacBrain reads this as 365 days later than the previous record.
The clause …“the Company must consummate a business combination, from March 3, 2025 to March 3, 2026. ☐ ☐ ☐ Proposal 2 — Redemption Limitation Amendment Proposal FOR AGAINST ABSTAIN Approve the amendment of the Company’s amended and restated”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy statement (PRE 14A) soliciting shareholder votes at an extraordinary general meeting of Capitalworks Emerging Markets Acquisition Corp scheduled for February 28, 2025. The Board proposes four amendments to be voted on at the meeting: (i) extending the business combination deadline from March 3, 2025 to March 3, 2026 while allowing the Board discretion to liquidate earlier; (ii) removing the charter restriction prohibiting redemptions that would leave net tangible assets below US$5,000,001; (iii) changing the corporate name to Piermont Valley Acquisition Corp.; and (iv) authorizing meeting adjournments if necessary. According to the filing, public shareholders holding 6,961,730 Class A ordinary shares may elect to redeem them at the per-share Trust Account balance. Historically, the Company notes that on May 23, 2023, 18,751,603 shares were redeemed for $197,192,733.57 (approximately $10.51 per share), and on February 29, 2024, 3,036,666 shares were redeemed for approximately $33,616,850 (approximately $11.07 per share). The document discloses that on April 19, 2024, the Prior Sponsor sold 3,925,000 Class A ordinary shares, one Class B ordinary share, and 7,605,000 private placement warrants to Vikasati Partners LLC (the New Sponsor). Furthermore, on March 22, 2024, the parties to the prior Lexasure merger terminated that agreement, and on November 18, 2024, the New Sponsor entered a non-binding term sheet with Oazis Inc. to potentially transfer 2,318,999 Class A ordinary shares and one Class B ordinary share. The Prior Sponsor has contractually agreed to indemnify the Company to ensure Trust Account distributions remain above $10.20 per public share or the actual per-share Trust Account balance on liquidation, whichever is lower. Why it matters: The Board explicitly states there will not be sufficient time to consummate an initial business combination by the original March 3, 2025 deadline, making the extension critical to avoid mandatory liquidation. Without the Redemption Limitation Amendment, significant redemptions triggered by the extension could legally force the Company to dissolve on March 3, 2025, as the remaining net tangible assets would fall under the US$5,000,001 threshold. The proposed name change and recent sponsor security transfers indicate shifting management control and branding ahead of any future target search, though no definitive acquisition is currently pending. Shareholders are presented with a clear exit mechanism at the current Trust Account pro-rata value and must decide whether to approve the extensions and waiver or accept liquidation. The Board unanimously recommends voting FOR all proposals.
What changed: A Form 8-K Current Report (Item 3.01) filed by Capitalworks Emerging Markets Acquisition Corp providing formal notice of the pending completion of its delisting from The Nasdaq Stock Market LLC via the submission of a Form 25 to the SEC. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing contains no updates or amendments. As a separate matter of substance, the filing states that on August 31, 2024, Nasdaq notified the Company that it would announce on September 4, 2024, pursuant to Nasdaq Listing Rule 5830 and Securities Exchange Act Rule 12d2-2, that it will file a Form 25 with the SEC to complete the delisting. The filing notes the delisting becomes effective ten days after the Form 25 is filed, concluding a regulatory action initially reported in a June 11, 2024 8-K when trading was suspended at the open of June 12, 2024. The report was signed by Chief Executive Officer Suresh Guduru on September 13, 2024. Why it matters: The filing formally advances the exchange delisting process, meaning the securities will cease trading on Nasdaq following the Form 25 filing and its associated ten-day waiting period. This transition typically reduces secondary market liquidity and alters ongoing surveillance and reporting obligations for the issuer and its securities. Because the text restricts itself to exchange listing notifications and omits any references to the SPAC’s merger timeline, trust account status, shareholder redemption windows, or management actions, it does not modify the core economic or structural mechanics investors monitor for this vehicle.
What changed: A Delisting Determination notice from The Nasdaq Stock Market, LLC, dated September 6, 2024, notifying the removal of Capitalworks Emerging Markets Acquisition Corp.'s securities from the Nasdaq exchange. Nasdaq Staff determined the company no longer qualified for listing under Listing Rule 5450(a)(2), making the removal effective at the opening of the trading session on September 16, 2024. The company was notified on April 18, 2024, exercised its right to appeal to the Listing Qualifications Hearings Panel on April 25, 2024, and the Panel denied the request on June 10, 2024. Securities were suspended on June 12, 2024. The company did not appeal to the Council, finalizing the delist decision on July 25, 2024. This delisting terminates Nasdaq trading, directly restricting secondary market liquidity for redemptions, complicating standard outflow pathways, and creating operational friction for merger execution prior to the referenced 2027-03-03 deadline. The filing makes no claims regarding customer relationships, revenue, market positioning, strategic initiatives, technology, partnerships, ongoing litigation, personnel changes, or sponsor conduct. Why it matters: Exchange removal strips the securities of institutional custody eligibility, index tracking, and standard clearing infrastructure. For investors tracking redemption mechanics and sponsor conduct, suspension eliminates real-time price discovery and forces trading onto over-the-counter channels, complicating timing for outflow elections and arbitrage strategies. The confirmed Panel denial removes administrative relief pathways, confirming sustained listing deficiency and heightening scrutiny on whether the sponsor will pursue a formal extension or accelerate merger completion before capital dissipation triggers are reached.
What changed: A Form 12b-25 Notification of Late Filing, constituting a routine compliance exhibit, submitted by Capitalworks Emerging Markets Acquisition Corp. Per the Registrant, additional time is required to finalize the June 30, 2024 quarterly financial statements, preventing timely submission without unreasonable effort or expense. The Registrant discloses that the Annual Report on Form 10-K for the fiscal year ended March 31, 2024 remains outstanding. Chief Executive Officer Suresh Guduru dated the notification on August 14, 2024, with Brian Coad designated as the contact representative. These consecutive filing delays introduce administrative friction that could suspend or complicate shareholder redemption windows, extension voting, and merger approval pathways tied to the March 3, 2027 deadline, though the filing does not formally propose a trust extension or amend existing trust mechanics. Why it matters: The reporting lags signal potential internal accounting or sponsor-level processing bottlenecks that investors should monitor against the stated deadline and deal progress milestones. The Registrant asserts it is currently in the preliminary stage of preparing the June 30, 2024 financials and therefore cannot reasonably estimate earnings results for the period. As a purely administrative regulatory notice, the document contains no substantive claims regarding target customer concentration, revenue projections, market size estimates, strategic pivots, technology developments, partnership formations, active litigation, or executive compensation changes. All statements are exclusively attributable to the Registrant and its authorized officers.
What changed: Routine compliance exhibit: an Amendment No. 2 to Schedule 13G filed by The Bank of Nova Scotia. The Bank of Nova Scotia states this filing is an 'Amendment to correct Reporting Persons beneficial ownership relating to this issuer for year-end 2022.' The Bank of Nova Scotia discloses sole voting and sole dispositive power over 508,017 Class A ordinary shares, par value $0.0001 per share, constituting 2.2% of the class. Under Item 6, the Bank of Nova Scotia attributes these positions to shares received as collateral from clients in connection with certain underlying transactions, specifying that clients retain dividend rights and the shares are returned upon transaction completion. The subsidiary responsible is identified as Scotia Capital Inc. Why it matters: For investors tracking CMCAF, The Bank of Nova Scotia’s disclosure confirms a 2.2% institutional position structured exclusively as pledged client collateral rather than proprietary capital or activist positioning. Because the filing frames the holdings as passively managed and contractually revertible, it carries no indication of redemption coordination, extension lobbying, or sponsor oversight. The document contains no references to trust account valuation, redemption pricing, business combination timelines, target due diligence, or executive compensation, so it does not alter established SPAC mechanics or timeline expectations.
What changed: Schedule 13G/A (Amendment No. 3) under the Securities Exchange Act of 1934, filed by The Bank of Nova Scotia to disclose its reporting obligations for Class A ordinary shares, par value $0.0001 per share, of CapitalWorks Emerging Markets Acquisition Corp. (CUSIP G1889L100). FIRST, the filing identifies itself as a Schedule 13G/A (Amendment No. 3) under the Securities Exchange Act of 1934 submitted by The Bank of Nova Scotia. THEN, regarding the mechanics you track, The Bank of Nova Scotia reports 0 shares with sole voting power, 0 with shared voting power, 0 with sole dispossession power, 0 with shared dispossession power, and an aggregate amount of 0 beneficially owned shares, representing 0 percent of the class. This zero-balance disclosure removes any theoretical blockholder influence over shareholder votes, redemption elections, extension approvals, or sponsor actions. The document does not reference, recalculate, or amend any redemption pricing formulas, trust account valuations, business combination timelines, or sponsor fiduciary conduct standards. THEN, concerning other substance, The Bank of Nova Scotia makes no claims about customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or key personnel. The filing attributes the zero holdings to an amendment correcting beneficial ownership for year-end 2023 in accordance with SEC Release No. 34-39538, which disaggregates certain operating units from the BNS Reporting Units. The filing is certified by George Jones, Senior Vice President, Compliance GBM and Treasury, dated July 30, 2024, referencing an event date of December 29, 2023. Why it matters: Because The Bank of Nova Scotia formally declares 0 beneficially owned shares and 0 percent of the class, the institution ceases to register as a greater-than-five-percent beneficial owner for this reporting period, eliminating potential voting or liquidation influence over the equity ledger. This administrative ownership reduction carries no operational consequence for the SPAC’s trust environment, does not trigger or delay any redemption windows, leaves the business combination schedule unmodified, and signals no change in sponsor activity or target pursuit. Existing securityholders face no new mechanical conditions or strategic pivots arising from this submission.
What changed: A Form 12b-25 Notification of Late Filing submitted by Capitalworks Emerging Markets Acquisition Corp to formally advise the SEC that it cannot file its annual Form 10-K for the fiscal year ended March 31, 2024 within the statutory deadline. Chief Executive Officer Suresh Guduru reports that the registrant needs additional time to finalize financial statements for the fiscal year ended March 31, 2024 and indicates the company is in a preliminary preparation stage where a reasonable estimate of operating results cannot be made. The document does not address the tracked redemption deadline, trust account composition, extension mechanics, merger timeline, or sponsor conduct, and it discloses no information regarding customers, revenue, market size, strategic initiatives, technology, partnerships, litigation, or leadership changes. Why it matters: Delayed annual reporting creates regulatory compliance visibility issues and can compress operational windows for shareholder approvals, regulatory submissions, or deal closings. Although the filing does not tie the postponement to the stated March 3, 2027 business combination deadline or any trust distribution framework, extended financial statement preparation cycles often constrain a SPAC’s ability to rapidly execute merger votes or liquidity events, making the filing material to investors monitoring execution risk, sponsor reliability, and timeline adherence.
What changed: A routine compliance exhibit / Form 8-K current report under Item 3.01 notifying regulators and market participants of a Nasdaq Hearings Panel determination to delist the issuer’s units, Class A ordinary shares, and warrants. Per Nasdaq’s June 10, 2024 notification, Nasdaq determined to delist the Company’s securities and ordered trading suspension at the open of business on June 12, 2024. Nasdaq cited failure to satisfy Nasdaq Listing Rule 5450(a)(2), requiring at least 400 total holders, during the 180-day Extension Period ending March 5, 2024. The Company submitted a transfer application to the Nasdaq Capital Market on March 15, 2024 and paid a $5,000 application fee, but Nasdaq indicated the Company does not currently meet the 300 public holder requirement. On April 18, 2024, Nasdaq issued a notice confirming noncompliance; the Company requested a hearing held June 6, 2024. Nasdaq will file a Form 25 after appeal periods lapse, and the Company expects quotation on the OTC Pink Market under symbols CMCAU, CMCA, and CMCAW in the interim. The Company has 15 days to petition the Nasdaq Listing and Hearing Review Council, which may independently review the decision within 45 calendar days. The document does not report changes to trust account balances, redemption mechanics, extension timelines, or deal progress. Why it matters: The delisting removes the securities from a national exchange listing framework, shifting them to the OTC Pink Market and potentially restricting institutional liquidity and retail access ahead of any contractual liquidation deadline. Nasdaq’s ruling reflects persistent shareholder base erosion rather than operational deterioration, and the Company provided no updates on target identification, merger agreements, or sponsor funding commitments. CEO Suresh Guduru attested to the administrative filings without addressing potential redemption windows or warrant exercise conditions, though the warrant exercisability for one Class A ordinary share at an exercise price of $11.50 per share remains listed in the security registration metadata. Because the filing contains no claims regarding customer relationships, revenue streams, market sizing, technological strategy, partnership developments, active litigation, or key personnel changes beyond the signatory, investors cannot derive information on trust distributions, extension votes, or acquisition milestones from this submission alone.
What changed: A routine compliance exhibit in its own terms: a Form 3 — insider ownership report. According to the filing, Vikasati Partners LLC reported directly holding 3,925,000 shares as a 10% owner of the issuer, identified in the text as Capitalworks Emerging Markets Acquisition Corp. The document contains no updates or alterations to redemption deadlines, trust account balances, extension provisions, announced deal progress, or sponsor conduct beyond establishing initial equity concentration. Why it matters: As an initial ownership disclosure, this filing confirms the foundational shareholder base rather than reflecting transactional activity tied to the business combination or trust preservation. Investors tracking the redemption deadline, trust value maintenance, extension voting, or sponsor behavior should monitor subsequent Form 4 filings, preliminary proxy materials, or SEC registration statement amendments, as this routine compliance exhibit does not shift those operational parameters.
What changed: SEC Form 3 — insider ownership report. The filing, dated 2024-05-01 under accession number 0001104659-24-055834, reports that Guduru Suresh (identified as director, CEO, and 10% owner) holds 3,925,000 shares indirectly in Capitalworks Emerging Markets Acquisition Corp. It contains no references to redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. Why it matters: The report establishes baseline insider ownership but does not alter or inform monitoring of redemption schedules, trust per-share amounts, extension procedures, combination status, or sponsor actions. It also provides no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel. All data is attributed solely to the Form 3 submission by the named reporting person.
What changed: A Form 3 insider ownership report filed by director John F. Levy for Capitalworks Emerging Markets Acquisition Corp. Director John F. Levy reported "No non-derivative transactions or holdings reported." There are no updates to insider equity positions, sponsor conduct, redemption deadlines, trust value, extension timelines, or deal progress. Why it matters: This routine compliance filing confirms director John F. Levy did not acquire or dispose of securities during the reporting period. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation, and provides no signal that would affect investor redemption behavior, trust account mechanics, or business combination timing.
What changed: A Form 3 (insider ownership report) identifying the issuer as Capitalworks Emerging Markets Acquisition Corp and the reporting person as Coad C. Brian, holding the titles of director and CFO. According to the filing, Coad C. Brian reported that no non-derivative transactions or holdings exist to disclose. This means no insider purchases, sales, or derivative exercises occurred that would signal a shift in the sponsor’s equity commitment relative to the stated trust share value of $10.2 or the operative deadline of 2027-03-03. Redemption parameters, extension provisions, and combination progress remain mechanically unchanged by this submission. Why it matters: Because Form 3 disclosures typically surface changes in insider capital deployment before SPAC closings or shareholder votes, Coad C. Brian’s explicit statement that he reports no non-derivative positions suggests stable, unaltered personal capital alignment with public shareholders. For investors tracking trust value protection, extension viability, and sponsor behavior, this static filing indicates no urgent reallocation of funds toward the acquisition target or away from the vehicle, leaving the established financial framework and timeline intact without providing directional cues that would warrant adjusted redemption or retention tactics.
What changed: Form 3 – Insider Ownership Report identifying Director Singamsetty Suresh as the reporting person for Capitalworks Emerging Markets Acquisition Corp, filed on May 1, 2024. The filing states that Mr. Suresh executed no non-derivative securities transactions and reported no equity holdings. There is no update to insider position sizes, no transactional activity affecting the SPAC’s balance sheet, and no amendment to the redemption window, business combination schedule, or extension mechanism. Why it matters: Because the Form 3 discloses zero insider acquisitions, dispositions, or existing block positions, it provides no signal regarding sponsor alignment, capital commitment, or deal execution readiness. Investors monitoring redemption deadlines, trust account sufficiency, or extension viability cannot infer any shift in sponsor conduct or merger probability from this submission; all prior redemption terms, trust compositions, and deadline milestones remain governed exclusively by previously filed prospectuses and definitive agreements, with no additional claims regarding customers, revenue, market size, technology, partnerships, or litigation presented.
What changed: SEC Form 3 — insider ownership report listing Capitalworks Emerging Markets Acquisition Corp as the issuer and Kondragunta Kishore (director) as the reporting person. According to the filing, the reporting person disclosed no non-derivative transactions or holdings. Why it matters: Because the director’s submission reports zero activity, it delivers no signal regarding redemption pressure, trust account value preservation, extension voting dynamics, target acquisition progress, or sponsor conduct. The operational mechanics of the SPAC remain unaltered by this routine compliance disclosure.
What changed: Form 8-K Current Report, specifically covering Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 5.02 (Departure/Election of Directors and Officers), and Item 8.01 (Other Events). According to Capitalworks Emerging Markets Acquisition Corp, CEMAC Sponsor LP sold 1 Class B ordinary share, 3,925,000 Class A ordinary shares, and 7,605,000 private placement warrants to Vikasati Partners LLC (New Sponsor), with transactions closing on April 25, 2024. The filing states that the First Extension Non-Redemption Agreements, which originally covered 4,399,737 Public Shares, were modified to reduce sponsor-forfeited Class A ordinary shares from 1,099,935 to 314,978 and to cut assigned commitment shares from 24,000 to 8,401. For the Second Extension Non-Redemption Agreements covering 1,025,000 Public Shares, 187,500 forfeited shares were terminated in exchange for New Sponsor paying each holder a cash amount equal to $0.5 multiplied by the total number of forfeited shares. The Company also cancelled a $1,500,000 working capital loan from Prior Sponsor and terminated a $20,000-per-month administrative services agreement. Additionally, Barclays waived its Deferred Discount under the November 30, 2021 underwriting agreement, and the Forward Purchase Agreement permitting up to $20.0 million in unit purchases (with warrants exercisable at $11.50 per share) was terminated on April 17, 2024. Why it matters: The filing discloses a complete sponsor and board turnover ahead of the business combination, restructuring the equity incentive and funding landscape. Lowering sponsor share forfeitures reduces dilution pressure on public shareholders relative to the original extension framework, while replacing equity vesting with direct cash payments to second-extension participants shifts compensation costs to New Sponsor. Terminating the forward purchase commitment, working capital facility, administrative fee arrangement, and underwriter deferrals strips away contingent liabilities and future capital calls before closing. The five newly appointed directors—Suresh Guduru, Brian Coad, John Levy, Suresh Singamsetty, and Kishore Kondragunta—were recruited based on disclosed expertise in IoT platforms, retail supply chains, and independent public accounting, though the filing contains no statements regarding the target company, prospective revenue, market opportunity, merger timeline, or trust account valuation.
What changed: SEC Form 8-K filed pursuant to Item 3.01 disclosing a Nasdaq delisting notice and failure to satisfy continued listing standards. According to the filing, on September 7, 2023, Nasdaq notified Capitalworks Emerging Markets Acquisition Corp of noncompliance with Listing Rule 5450(a)(2), which requires maintaining at least 400 total holders. Exercising its authority under Rule 5810(c)(2)(B)(i), Nasdaq granted a maximum 180-day extension period ending March 5, 2024. On March 15, 2024, the Company submitted a transfer application to the Nasdaq Capital Market and paid a $5,000 application fee, but Nasdaq subsequently indicated the registrant does not currently meet the 300 public holder requirement. On April 18, 2024, Nasdaq issued a formal notice stating the Company failed to regain compliance during the extension period. The registrant reported it intends to request a hearing before the Nasdaq Hearings Panel by April 25, 2024, a procedural step that stays trading suspension until a written decision is issued and prevents the delisting and Form 25-NSE filing targeted for April 29, 2024. Chief Executive Officer Roberta Brzezinski attested to the appeal strategy. The document contains no reports altering the SPAC’s redemption deadline, trust account status, business combination trajectory, or sponsor conduct. Why it matters: Exchange delisting determinations introduce direct secondary market liquidity risk and may force listed equity into unregulated trading channels if the Hearings Panel declines to grant relief. The explicit disclaimer that ‘There can be no assurance that the hearing before the Panel will be successful’ highlights unresolved binary risk for existing shareholders. Because this 8-K addresses exclusively listing qualification maintenance, it supplies no updated mechanics regarding shareholder redemptions, trust balances, merger milestones, or sponsor governance, meaning investors tracking those SPAC-specific parameters receive zero new operational guidance from this submission.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.