Capitalworks Emerging Markets Acquisition p(CMCA)
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Capitalworks Emerging Markets Acquisition p(CMCA) - 2026 Q3 - Quarterly Report
2026-02-20 14:40
Financial Position - As of June 30, 2025, total assets amounted to $2,405,350, a slight increase from $2,386,755 as of March 31, 2025[10]. - Total liabilities increased to $2,956,914 from $2,041,274, primarily due to accrued expenses and warrant liabilities[10]. - Cash and cash equivalents held in trust were $2,403,485 as of June 30, 2025, slightly up from $2,382,346 at the end of March 2025[10]. - The company had total current assets of $1,865 as of June 30, 2025, down from $4,409 as of March 31, 2025[9]. - As of June 30, 2025, the Company had cash of $0 and a working capital deficit of $2,027,049, raising substantial doubt about its ability to continue as a going concern[55]. - The Company had approximately $2.40 million in investments held in the Trust Account as of June 30, 2025[68]. - The Class A ordinary shares subject to possible redemption amounted to 144,986 shares, valued at $2,403,485 as of June 30, 2025[70]. - As of June 30, 2025, the fair value of investments held in the Trust Account was $2,403,485, while the warrant liabilities were $460,000 for Private Placement Warrants and $468,000 for Public Warrants[146]. - As of June 30, 2025, the warrant derivative liability was $928,000[150]. Operational Performance - For the three months ended June 30, 2025, the company reported a net loss of $897,045 compared to a net income of $446,618 for the same period in 2024[12]. - The basic and diluted net loss per Class A redeemable ordinary share was $0.15 for the three months ended June 30, 2025, compared to a gain of $0.01 in the prior year[12]. - The company generated interest income of $21,139 for the three months ended June 30, 2025, a decrease from $153,952 in the same period of 2024[12]. - For the three months ended June 30, 2025, the Company reported a net loss of $(897,045), with earnings on cash held in trust of $21,139 and general and administrative costs of $33,940[182]. - For the three months ended June 30, 2024, the Company had a net income of $446,618, with earnings on cash held in trust of $153,952[183]. Business Combination Efforts - The company is in the process of seeking a business combination, with a definitive agreement signed with Lexasure Financial Group Limited on March 1, 2023[27]. - The Lexasure Business Combination Agreement was terminated, resulting in the cancellation of the First and Second Lexasure Loans, with no amounts outstanding[109]. - The Company has a Combination Period until March 3, 2024, to complete a Business Combination, failing which it will redeem 100% of Public Shares at a price based on the Trust Account balance[48]. - The Company is required to complete a Business Combination with a fair market value equal to at least 80% of the assets held in the Trust Account[42]. - The Company has the option to extend the time to consummate a Business Combination by an additional three months, subject to certain conditions and deposits into the Trust Account[104]. - The Company received an automatic three-month extension to consummate a Business Combination until June 3, 2023, following the execution of the Lexasure Business Combination Agreement[105]. - The Company entered into non-redemption agreements for 4,399,737 Class A ordinary shares, with provisions for forfeiture and issuance of shares not triggered due to the termination of the Lexasure Business Combination Agreement[123]. - The Company is currently assessing the impact of ASU Topic 2020-06 on its financial position, results of operations, or cash flows[87]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, effective January 1, 2025[207]. Shareholder Actions - Shareholders approved a proposal to extend the deadline for consummating the Business Combination to March 3, 2024, with 18,751,603 Class A ordinary shares redeemed at $10.51 per share, totaling approximately $197.2 million[29]. - A second extension was approved, moving the deadline to March 3, 2025, with 3,036,666 Class A ordinary shares redeemed at $11.07 per share, resulting in approximately $33.6 million removed from the Trust Account[31][32]. - A third extension was approved, extending the deadline to March 3, 2026, with 1,066,745 Class A ordinary shares redeemed at approximately $10.91 per share, leading to approximately $11.64 million removed from the Trust Account[35]. - At the 2023 Extraordinary Meeting, shareholders redeemed 18,751,603 Class A ordinary shares for approximately $10.51 per share, totaling an aggregate redemption amount of $197,192,734[53]. - On May 23, 2023, shareholders approved an extension for the Company to complete a Business Combination until March 3, 2024, with 18,751,603 Class A ordinary shares redeemed for approximately $197,192,734 at a price of $10.51 per share[126]. - On February 29, 2024, shareholders approved a further extension to March 3, 2025, with 3,036,666 Class A ordinary shares redeemed for approximately $33,616,850 at a price of $11.07 per share[128]. - On February 28, 2025, an additional extension was approved to March 3, 2026, with 1,066,745 Class A ordinary shares redeemed for approximately $11,642,099 at a price of $10.91 per share[129]. - As of June 30, 2025, only 144,986 Class A ordinary shares remained outstanding, which were ultimately redeemed in August 2025[130]. Initial Public Offering - The company completed an initial public offering generating gross proceeds of $230 million on December 3, 2021[24]. - The Initial Public Offering generated gross proceeds of $200 million from the sale of 20,000,000 units[37]. - An additional 3,000,000 units were sold under the over-allotment option, generating an extra $30 million[39]. - The total transaction costs for the Initial Public Offering amounted to $13,428,526, including $4,600,000 in underwriting fees[40]. - Approximately $234.6 million was placed in the Trust Account from the net proceeds of the Initial Public Offering and Private Placement[41]. - The total gross proceeds from the Initial Public Offering and the full exercise of the over-allotment option reached $230,000,000[90]. - The Company sold a total of 11,700,000 Private Placement Warrants generating gross proceeds of $11,700,000[92]. - The Company recorded a derivative liability of $26,239,200 upon the issuance of 23,200,000 warrants in connection with the Initial Public Offering[145]. - The underwriters received a cash underwriting discount of $4,600,000 and a deferred fee of $8,050,000 upon the closing of the Initial Public Offering[111]. Legal and Regulatory Matters - The Company received a notice of delisting from Nasdaq due to failure to complete a business combination within the required timeframe[169]. - The Company received a notice from Nasdaq regarding potential delisting due to failure to complete a business combination within the required timeframe[180]. - The Company incurred unpaid legal fees of $39,494 as of June 30, 2025, included in accrued expenses[197]. Company Structure and Changes - The Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp in February 2025[36]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[61]. - The Company is authorized to issue 500,000,000 Class A ordinary shares, with 5,749,999 shares issued and outstanding as of June 30, 2025[125]. - The Company is authorized to issue 50,000,000 Class B ordinary shares, with only one Class B ordinary share outstanding as of June 30, 2025[131]. - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon a Business Combination, subject to adjustments based on additional issuances[133]. - The Company issued 5,749,999 Class A ordinary shares upon the conversion of an equal number of Class B ordinary shares, resulting in a total of 9,998,396 Class A ordinary shares outstanding[98]. - Following the Founder Conversion, there were 9,998,396 Class A ordinary shares and one Class B ordinary share outstanding as of May 23, 2023[127].
Capitalworks Emerging Markets Acquisition p(CMCA) - 2025 Q4 - Annual Report
2026-02-05 21:00
Financial Performance - For the year ended March 31, 2025, the company reported a net income of $1,637,099, primarily from interest income of $541,412 and a change in fair value of the derivative warrant liability of $1,116,244 [267]. - For the year ended March 31, 2024, the company had a net income of $4,686,986, with interest income from cash and marketable securities amounting to $3,400,607 [268]. - The company incurred net cash used in operating activities of $358,373 for the year ended March 31, 2025, primarily due to non-cash adjustments related to the derivative warrant liability [272]. Working Capital and Financing - As of March 31, 2025, the company had a working capital deficit of $1.99 million and only $1,611 in cash [270]. - The company executed a Working Capital Loan Agreement on February 1, 2023, with a maximum loan amount of $1,500,000, of which $1,471,195 had been borrowed as of March 31, 2025 [271]. - The company can raise additional capital through Working Capital Loans or loans from third parties, but failure to secure financing may require operational cutbacks [277]. - There is substantial doubt about the company's ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements [278]. Shareholder Activities - During the 2023 Extraordinary Meeting, shareholders redeemed 18,751,603 Class A Ordinary Shares for approximately $197.19 million at a redemption price of $10.51 per share [256]. - On February 28, 2025, shareholders approved a further extension of the Business Combination deadline to March 3, 2026, with 1,066,745 Class A Ordinary Shares redeemed at approximately $10.91 per share, totaling about $11.64 million [261]. Debt and Obligations - The company had no long-term debt obligations or off-balance sheet arrangements as of March 31, 2025 [269]. - The Lexasure Business Combination Agreement was terminated on March 22, 2024, resulting in the cancellation of a $600,000 loan with no amounts owed by the company [252]. Cash Management - As of March 31, 2025, the company holds $1,611 in cash outside the Trust Account, which may not be sufficient to operate for at least 12 months if an Initial Business Combination is not completed [276]. - The company deposited $50,000 per month into the Trust account, totaling up to $450,000, to facilitate the completion of an Initial Business Combination [256]. IPO and Underwriting - The underwriters of the IPO exercised their over-allotment option, resulting in the sale of an additional 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $30,000,000 [280]. - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $4,600,000, and are entitled to a deferred fee of $0.35 per Unit, amounting to $8,050,000, payable upon completion of an Initial Business Combination [281]. Advisory Fees - The Capital Markets Advisory Fee for the First Strategic Advisor is set at $1,500,000 plus an Incremental Advisory Fee based on Trust Proceeds, which could range from $250,000 to $2,500,000 depending on the amount [282]. Operations and Risk - The company has not engaged in any operations or generated any revenues to date, and the net proceeds from the Public Offering have not been invested, indicating no material exposure to interest rate risk [293]. - The company has not engaged in any hedging activities since inception and does not expect to do so in the future [294].
Capitalworks Emerging Markets Acquisition p(CMCA) - 2024 Q3 - Quarterly Report
2024-02-19 16:00
FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to ______________ Commission File Number 001-41108 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organ ...
Capitalworks Emerging Markets Acquisition p(CMCA) - 2024 Q2 - Quarterly Report
2023-11-19 16:00
The accompanying notes are an integral part of the unaudited condensed financial statements. 6 Capitalworks Emerging Markets Acquisition Corp (the "Company") was incorporated in the Cayman Islands on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). The Company is not limited to a particular industry or sector for purp ...
Capitalworks Emerging Markets Acquisition p(CMCA) - 2024 Q1 - Quarterly Report
2023-08-20 16:00
UNITED STATES FORM 10-Q Table of Contents | --- | --- | --- | |-----------|------------------------------------------------------------------------------------------------------------------------------------------------------|-------| | | | Page | | PART 1 | – FINANCIAL INFORMATION | 3 | | Item 1. | Financial Statements | | | | Condensed Balance Sheets as of June 30, 2023 (Unaudited) and March 31, 2023 | 3 | | | Unaudited Condensed Statements of Operations for the Three Months Ended June 30, 2023 and 2022 | ...
Capitalworks Emerging Markets Acquisition p(CMCA) - 2023 Q4 - Annual Report
2023-07-13 16:00
On May 23, 2023, we held the 2023 Extraordinary Meeting at which our shareholders approved, among other things, an amendment to our Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate an Initial Business Combination to March 3, 2024, and to permit our Board, in its sole discretion, to elect to wind up our operations on an earlier date than March 3, 2024. In connection with the vote to approve the Extension, the holders of 18,751,603 Class A Ordinary Sha ...
Capitalworks Emerging Markets Acquisition p(CMCA) - 2023 Q3 - Quarterly Report
2023-02-12 16:00
Financial Performance - For the nine months ended December 31, 2022, the company reported a net income of $5,459,292, driven by a gain on the change in fair value of the derivative warrant liability of $3,709,680 and interest income of $3,305,210 [196]. - For the three months ended December 31, 2022, the company achieved a net income of $3,328,008, resulting from a gain on the change in fair value of the derivative warrant liability of $1,621,680 and interest income of $1,959,780 [207]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination [195]. Cash and Expenses - The company had cash of $260,143 held outside the Trust Account as of December 31, 2022, intended for identifying and evaluating target businesses and related expenses [211]. - The company incurred and paid $120,000 in expenses for office space and administrative support during the nine months ended December 31, 2022 [217]. - As of December 31, 2022, the Company had incurred unpaid legal fees of approximately $242,928, which will only become due upon the consummation of a Business Combination [230]. Debt and Financing - As of December 31, 2022, the company had no amounts outstanding under any Working Capital Loans [198]. - The company has no long-term debt obligations or off-balance sheet financing arrangements as of December 31, 2022 [214][202]. - The cash underwriting discount paid to the underwriter was $0.20 per Unit, totaling $4,600,000, with a deferred fee of $0.35 per Unit, amounting to $8,050,000 in aggregate [220]. Business Combination and Agreements - The company intends to extend the deadline for consummating a Business Combination from March 3, 2023, to December 3, 2023, pending shareholder approval [206]. - The Company plans to hold an extraordinary general meeting on February 24, 2023, to approve an amendment to extend the deadline for consummating a Business Combination from March 3, 2023, to December 3, 2023 [232]. - The Forward Purchase Agreement allows for the purchase of up to $20,000,000 of units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant [229]. Transaction Costs and Fees - The company’s transaction costs amounted to $13,428,526 as of December 3, 2021, including $4,600,000 in underwriting fees and $8,050,000 in deferred underwriting fees [215]. - The deferred fee to the underwriter will only be payable from amounts held in the Trust Account if a Business Combination is completed [228]. - The Company recognized a charge of $1,532,700 for the excess fair value of Private Placement Warrant liabilities over the proceeds received upon issuance [236]. Regulatory and Compliance - The Class A ordinary shares are subject to SEC guidance on redeemable equity instruments, which may affect their classification as permanent equity [224]. - The Company will bear the expenses incurred in connection with the filing of registration statements for the securities held by the holders of Class B ordinary shares and warrants [218]. Underwriter Activities - The underwriter exercised the over-allotment option, purchasing an additional 3,000,000 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $30,000,000 [219]. Interest Rates - The risk-free interest rate increased from 1.53% to 4.20% from March 31, 2022, to December 31, 2022 [192]. Consulting Agreements - The Company entered into a consulting agreement with a Strategic Advisor, which includes a Capital Markets Advisory Fee of $1,500,000 plus an Incremental Advisory Fee based on Trust Proceeds, potentially totaling up to $2,500,000 [231].
Capitalworks Emerging Markets Acquisition p(CMCA) - 2023 Q2 - Quarterly Report
2022-11-14 21:15
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to ______________ Commission File Number 001-41108 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as spec ...
Capitalworks Emerging Markets Acquisition p(CMCA) - 2023 Q1 - Quarterly Report
2022-08-15 20:36
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to ______________ Commission File Number 001-41108 | --- | --- | |---------------------------------------------------------------------- ...
Capitalworks Emerging Markets Acquisition p(CMCA) - 2022 Q4 - Annual Report
2022-07-14 22:04
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41108 Capitalworks Emerging Markets Acquisition Corp (Exact Name of Registrant as Specified in Its Charter) (Address ...