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) - 2026 Q3 - Quarterly Report