CAPITALWORKS EME(CMCAU)
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CAPITALWORKS EME(CMCAU) - 2026 Q3 - Quarterly Report
2026-02-20 14:40
For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ☒ QUARTERLY 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 PIERMONT VALLEY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-15981 ...
CAPITALWORKS EME(CMCAU) - 2025 Q4 - Annual Report
2026-02-05 21:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal years ended March 31, 2025 and 2024 ☐ 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 Piermont Valley Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 98-159 ...
CAPITALWORKS EME(CMCAU) - 2024 Q3 - Quarterly Report
2024-02-20 22:21
Financial Performance - As of December 31, 2023, the company had net income of $695,617, primarily from interest income of $581,496 and changes in fair value of derivative liabilities [148]. - For the nine months ended December 31, 2023, the company reported net income of $2,829,161, with interest income of $2,981,390 and changes in fair value of derivative liabilities totaling $1,450,000 [150]. - For the nine months ended December 31, 2023, net cash used in operating activities was $889,088, primarily due to non-cash adjustments related to derivative liabilities [156]. - The company incurred $60,000 and $180,000 in general and administrative expenses for the three and nine months ended December 31, 2023, respectively [163]. - The company has not commenced any operations and has not generated any revenues to date [147]. Financial Position - The company had a working capital deficit of approximately $2.8 million as of December 31, 2023 [153]. - The company had $121,635 in cash held outside the Trust Account as of December 31, 2023, which may not be sufficient for operations for at least 12 months [161]. Debt and Financing - The company borrowed $710,440 under the First and Second Lexasure Loans, with a maximum combined loan amount of $1,000,000 [155]. - The underwriters of the IPO received a cash underwriting discount of $0.20 per Unit, totaling $4,600,000, and a deferred fee of $0.35 per Unit, amounting to $8,050,000, contingent upon completing a Business Combination [165]. - 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 [166]. - The Second Strategic Advisor will purchase 250,000 Class B ordinary shares at a price of $0.04 per share, totaling $10,000, upon consummation of a Business Combination [167]. - The Forward Purchase Agreement allows the Forward Purchase Investor to purchase up to $20.0 million Forward Purchase Units at $10.00 per Unit, which will close concurrently with the Business Combination [174]. Regulatory and Compliance - The company has the right to terminate the Lexasure Business Combination Agreement if PCAOB audited financials are not received by December 31, 2023 [142]. - The company filed a Definitive Proxy Statement to extend the deadline for consummating a Business Combination to March 3, 2025 [145]. - The Company recognized the remeasurement of redeemable Class A Ordinary Shares immediately upon the IPO closing, impacting additional paid-in capital and accumulated deficit [171]. - Net income (loss) per share for non-redeemable Class A and Class B Ordinary Shares is calculated by adjusting net income (loss) for redeemable Class A Ordinary Shares, with no dilutive securities affecting the calculation [172]. - Public and Private Placement Warrants are classified as liabilities and re-measured at fair value at each reporting period, with an initial charge of $1,532,700 recorded for the excess fair value of private warrant liabilities [173]. - The Company adopted ASU 2020-06, simplifying accounting for convertible instruments, with no impact on its financial position or results of operations [175]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [176].
CAPITALWORKS EME(CMCAU) - 2024 Q2 - Quarterly Report
2023-11-20 22:26
Financial Performance - As of September 30, 2023, the company reported a net income of $1,077,425, primarily from interest income of $588,753 and a change in fair value of the derivative warrant liability of $1,199,440 [154]. - For the six months ended September 30, 2023, the company had a net income of $2,133,544, with interest income from cash and marketable securities amounting to $2,399,895 [156]. - For the six months ended September 30, 2023, net cash used in operating activities was $617,655, primarily due to non-cash adjustments related to the change in fair value of the derivative warrant liability [162]. - The company incurred $60,000 in general and administrative expenses for the three months ended September 30, 2023 [168]. Capital Structure and Financing - The company had $102,628 in cash and a working capital deficit of approximately $2.3 million as of September 30, 2023 [159]. - The company may need to raise additional capital through Working Capital Loans to finance transaction costs related to a Business Combination [167]. - The underwriters of the IPO received a cash underwriting discount of $4,600,000 and are entitled to a deferred fee of $8,050,000 contingent on the completion of a Business Combination [171]. - The company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2023 [158]. Compliance and Regulatory Matters - The company received a Nasdaq deficiency notice on September 7, 2023, indicating it did not meet the requirement of having at least 400 shareholders [149]. - The company submitted a plan to Nasdaq on October 18, 2023, to regain compliance with the Minimum Total Holders Rule [150]. Advisory Agreements - The company entered into a 2022 Consulting Agreement with the First Strategic Advisor, which includes a Capital Markets Advisory Fee of $1,500,000 plus an Incremental Advisory Fee based on Trust Proceeds, with potential fees ranging from $250,000 to $2,500,000 depending on the amount of Trust Proceeds [172]. - An amendment to the 2022 Consulting Agreement on August 3, 2023, revised the Capital Markets Advisory Fee structure, establishing a fee of $500,000 in cash and $500,000 in stock if Trust Proceeds are equal to or greater than $4 million [172]. - The company has a separate agreement with the Second Strategic Advisor to purchase 250,000 Class B ordinary shares at $0.04 per share, totaling $10,000, with plans to amend the agreement to Class A ordinary shares [173]. Shareholder and Equity Matters - The company recognizes changes in the redemption value of Class A ordinary shares immediately, impacting additional paid-in capital and accumulated deficit [178]. - Net income (loss) per share for non-redeemable Class A and Class B ordinary shares is calculated by dividing adjusted net income (loss) by the weighted average number of non-redeemable shares outstanding, with no dilutive securities reported as of September 30, 2023 [179]. - Public Warrants and Private Placement Warrants are classified as liabilities and re-measured at fair value at each reporting period, with an initial charge of $1,532,700 recorded for the excess fair value of private warrant liabilities [180]. - The Forward Purchase Agreement allows the Forward Purchase Investor to purchase up to $20 million in Forward Purchase Units at $10.00 per unit, which will close concurrently with the Business Combination [181]. Accounting Policies - The company adopted ASU 2020-06, simplifying accounting for convertible instruments, with no impact on its financial position or results of operations [182]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [183].
CAPITALWORKS EME(CMCAU) - 2024 Q1 - Quarterly Report
2023-08-21 20:30
Financial Performance - As of June 30, 2023, the company reported a net income of $1,056,119, primarily from interest income of $1,811,142 and a change in fair value of the derivative warrant liability of $48,720[153]. - For the three months ended June 30, 2023, net cash used in operating activities was $327,363, influenced by non-cash adjustments related to the change in fair value of the derivative warrant liability[158]. - The company incurred $60,000 in general and administrative expenses for the three months ended June 30, 2023, with an outstanding balance of $80,000 as of June 30, 2023[165]. - The company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[152]. - The company faces substantial doubt about its ability to continue as a going concern for at least one year from the issuance date of the financial statements due to liquidity concerns[164]. Capital Structure - The company had a working capital deficit of approximately $1.8 million and only $12,920 in cash as of June 30, 2023[156]. - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2023[155]. - The company has the potential to raise up to $1,500,000 through Working Capital Loans, of which $1,050,000 had been borrowed as of June 30, 2023[157]. - The underwriters of the IPO 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, contingent on the completion of a Business Combination[167]. Shareholder Agreements - The company entered into an amendment to the 2022 Consulting Agreement, which stipulates a Capital Markets Advisory Fee of $500,000 in cash and $500,000 in stock if Trust Proceeds are equal to or greater than $4 million[148]. - The company entered into an agreement with the Second Strategic Advisor for consulting services related to a potential Business Combination, involving the purchase of 250,000 Class B ordinary shares at $0.04 per share, totaling $10,000[170]. - The Class A ordinary shares sold in the Initial Public Offering have a redemption feature that allows for redemption in connection with liquidation or shareholder votes related to the Business Combination[172]. Accounting and Valuation - The company recognizes changes in the redemption value of redeemable Class A ordinary shares immediately, impacting additional paid-in capital and accumulated deficit[175]. - Net income (loss) per share for Class A and Class B non-redeemable ordinary shares is calculated by dividing net income (loss) adjusted for Class A redeemable shares by the weighted average number of non-redeemable shares outstanding[176]. - Public Warrants and Private Placement Warrants are classified as liabilities at fair value, with changes in fair value recognized in the statement of operations[177]. - The Forward Purchase Agreement allows the Forward Purchase Investor to purchase up to $20.0 million in Forward Purchase Units at $10.00 per unit, which will close concurrently with the Business Combination[178]. - The company adopted ASU 2020-06, simplifying accounting for convertible instruments and did not impact its financial position or results of operations[179]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[180].
CAPITALWORKS EME(CMCAU) - 2023 Q4 - Annual Report
2023-07-14 20:57
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, 2023 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) Cayman Is ...
CAPITALWORKS EME(CMCAU) - 2023 Q3 - Quarterly Report
2023-02-13 22:30
Table of Contents Commission File Number 001-41108 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 98-1598114 (IRS Employer 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 December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fo ...