8-K
Piermont Valley Acquisition Corp (CMCAF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 2025
| Piermont Valley Acquisition Corp | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Cayman Islands | 001-41108 | 98-1598114 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 732 S 6TH ST #5386<br><br>LAS VEGAS, Nevada | 89101 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(929) 792-5788
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on<br><br>which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant | CMCAU | OTC |
| Class A ordinary shares, par value $0.0001 per share | CMCAF | OTC |
| Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | CMCAW | OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information relating to the Note included in Item 8.01 is incorporated by reference in this item to the extent required herein.
Item 4.01. Changes in Registrant’s Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
*(a)*On August 14, 2025, Board of Directors of Piermont Valley Acquisition Corp. (the “Company”) dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, effective immediately. On November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum LLP (“Marcum”). Substantially all of the partners and staff that provided attestation services with Marcum joined CBIZ CPAs.
The audit reports of Marcum on the Company’s financial statements as of and for the fiscal years ended March 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle, except for a paragraph relating to substantial doubt about the Company's ability to continue as a going concern.
In connection with the audits of the Company’s financial statements for each of the two most recently completed fiscal years and in the subsequent interim period through August 14, 2025, there have been no (i) “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of such disagreement(s) in connection with its reports, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that, as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, the Company identified a material weakness in the effectiveness of its internal controls over its accounting for complex financial instruments, related to the restatement of previously issued financial statements.
The Company provided Marcum with a copy of the disclosures contained in this Current Report on Form 8-K and has requested that Marcum issue a letter, addressed to the SEC, stating whether or not Marcum agrees with the statements contained in this Item 4.01(a). A copy of Marcum’s letter dated August 14, 2025, addressed to the SEC, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Appointment of New Independent Registered Public Accounting Firm
(b) Effective as of August 15, 2025, the Board of Directors of the Company approved the appointment of Aloba, Awomolo & Partners (“Aloba”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024. The Company has authorized Marcum to respond fully to the inquiries of Aloba, as the successor independent registered accounting firm.
During the Company’s two most recent fiscal years and subsequent interim period through August 14, 2025, neither the Company nor anyone acting on the Company’s behalf consulted Aloba with respect to any of the matters or reportable events set forth in Item 304(a)(2) of Regulation S-K.
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Item 8.01 Other Events.
On August 14, 2025, Valleypark Road, LLC (“Valleypark”) agreed to loan to the Company up to an aggregate of $1,000,000 for working capital purposes. The loan is evidenced by a promissory note (the “Note”) which is non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, Valleypark will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into warrants (the “Warrants”) of the Company, with each Warrant entitling the holder to purchase one of the Company’s Class A ordinary shares, at a conversion price of $1.50 per share. The Warrants to be issued as a result of conversion of the Note will be identical to the private placement warrants sold concurrently with the Company’s initial public offering.
If the Company does not consummate a Business Combination, the Note will not be repaid and all amounts owed under the Note will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial public offering (the “Trust Account”). The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing summary of the Note is qualified in its entirety by reference to the text of the Note, which is filed as an exhibit hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|
The following exhibits are furnished with this report.
| Exhibit No. | Description |
|---|---|
| 10.1 | Promissory note |
| 16.1 | Letter, dated August 14, 2025, from Marcum LLP addressed to the Securities and Exchange Commission. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PIERMONT VALLEY ACQUISITION CORP | ||
|---|---|---|
| Dated: August 14, 2025 | By: | /s/ Wei Qian |
| Name: | Wei Qian | |
| Title: | Chairman and Chief Executive Officer | |
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cmca_ex101.htm EXHIBIT 10.1
PROMISSORY NOTE
Principal Amount: $1,000,000
Piermont Valley Acquisition Corp. (“Maker”) promises to pay to the order of Valleypark Road, LLC or its successors or assigns (“Holder”) the principal sum of up to One Million Dollars and No Cents ($1,000,000) or such lesser amount as shall have been loaned by Holder to Maker in lawful money of the United States of America, on the terms and conditions described below.
- Principal.
(a) The principal balance of this Note shall be repayable on June 30, 2026.
(b) Maker and Holder agree that Maker may request, from time to time, up to One Million Dollars ($1,000,000) in drawdowns under this Note. Principal of this Note may be drawn down from time to time prior to the consummation of a Business Combination upon written request from Maker to Holder (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000). Holder shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed One Million Dollars ($1,000,000). No fees, payments or other amounts shall be due to Holder in connection with, or as a result of, any Drawdown Request by Maker.
Interest. No interest shall accrue on the unpaid principal balance of this Note.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
Events of Default. The following shall constitute Events of Default:
(a) Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
- Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 4(a), Holder may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
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(b) Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall automatically and immediately become due and payable, in all cases without any action on the part of Holder.
Conversion. Upon consummation of a Business Combination, the Holder shall have the option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Holder, into (“Warrants”) of the Maker at a price of $1.50 per Warrant; provided, however, that the Holder shall be permitted to convert this Note only if the shareholders of the Maker or the target business in any such Business Combination, whichever may be required in connection with such Business Combination, have approved the issuance of the Warrants to the Holder if such approval is necessary under applicable law. The Warrants will be identical to the “private placement warrants” (as such term is defined in the Maker’s final prospectus for its initial public offering, dated December 16, 2020). As promptly as reasonably practicable after notice by Holder to Maker to convert the principal balance of this Note, which must be made at least 24 hours prior to the consummation of the Business Combination, and after Holder’s surrender of this Note, Maker shall have issued and delivered to Holder, without any charge to Holder, a certificate or certificates (issued in the name(s) requested by Holder) for the number of Warrants of Maker issuable upon the conversion of this Note.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Holder under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Holder.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Holder, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
If to Maker:
Piermont Valley Acquisition Corp.
732 S 6TH ST #5386
Las Vegas, Nevada
If to Holder:
Valleypark Road, LLC
732 S 6TH ST #5267
Las Vegas, Nevada
Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.
Construction. This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of Delaware.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed the day and year first above written.
| PIERMONT VALLEY ACQUISITION CORP. | |
|---|---|
| By: | /s/ Wei Qian |
| Name: | Wei Qian |
| Title: | Chief Executive Officer |
| Accepted and Agreed: | |
|---|---|
| VALLEYPARK ROAD, LLC | |
| By: | /s/ Xinying Wu |
| Name: | Xinying Wu |
| Title: | Authorized Person |
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cmca_ex161.htm EXHIBIT 16.1
August 14, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Piermont Valley Acquisition Corp. (f/k/a Capitalworks Emerging Markets Acquisition Corp.) under Item 4.01 of its Form 8-K dated August 14, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Piermont Valley Acquisition Corp. (f/k/a Capitalworks Emerging Markets Acquisition Corp.) contained therein.
Very truly yours,
/s/ Marcum LLP
Marcum LLP