Piermont Valley Acquisition Corp 10-Q for FY2026 Q1

Piermont Valley Acquisition Corp (CMCAF)

10-Q 2026-02-20 For: 2025-06-30

Added on April 06, 2026

About this 10-Q

Piermont Valley Acquisition Corp filed this 10-Q on February 20, 2026, covering the quarter ended June 30, 2025 (FY2026 Q1).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $897.05K; compared with net income of $446.62K a year earlier

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Cayman Islands		98-1598114
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification Number)

732 S. 6th Street, #5386, Las Vegas, Nevada		89101
(Address of principal executive offices)		(Zip code)

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	CMCAU	NONE
Class A Ordinary Shares, par value $0.0001 per share	CMCAF	NONE
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CMCAW	NONE

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

Part I - Financial Information

Item 1 – Financial Statements		3

Unaudited Condensed Balance Sheet		3

Unaudited Condensed Statement of Operations		4

Unaudited Condensed Statement of Changes in Shareholders’ Equity		5

Unaudited Condensed Statement of Cash Flows		6

Notes to Unaudited Condensed Financial Statements		7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		31

Item 3 – Quantitative and Qualitative Disclosures About Market Risk		40

Item 4 – Controls and Procedures		40

Part II - Other Information

Item 5 – Other Information		41

Item 6 – Exhibits		41

Signatures		42

	June 30, 2025			March 31, 2025
ASSETS:
Current assets:
Cash	$	-		$	1,611
Prepaid expenses		1,865			2,798
Total current assets		1,865			4,409

Cash and cash equivalents held in trust		2,403,485			2,382,346
Total Assets		2,405,350			2,386,755

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses	$	469,666		$	462,267
Advances from related party		88,053			64,056
Note payable - sponsor		1,471,195			1,471,195
Total current		2,028,914			1,997,518

Warrant liability - private warrants		460,000			27,449
Warrant liability - public warrants		468,000			16,307
Total liabilities		2,956,914			2,041,274

Commitments and contingencies
Class A ordinary shares subject to possible redemption; 204,986 shares at redemption value as of June 30, 2025 and March 31, 2025 respectively		2,403,485			2,382,346

Shareholder's Equity:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 5,749,999 shares issued and outstanding		575			575
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 1 share issued and outstanding		-			-
Accumulated deficit		(2,955,624	)		(2,037,440	)
Total Shareholder's Equity		(2,955,049	)		(2,036,865	)
Total Liabilities and Shareholder's Equity	$	2,405,350		$	2,386,755

	For The Three Months Ended June 30, 2025			For The Three Months Ended June 30, 2024
EXPENSES
Formation and operating costs	$	33,940		$	171,334

TOTAL EXPENSES		33,940			171,334

OTHER INCOME
Interest income		21,139			153,952
Change in fair value of warrant liability		(884,244	)		464,000
TOTAL OTHER INCOME		(863,105	)		617,952
Net income/(loss)	$	(897,045	)	$	446,618

Weighted average shares outstanding, basic and diluted		204,986			1,211,731

Basic and diluted net loss per class A redeemable ordinary share	$	(0.15	)	$	0.01

Weighted average shares outstanding, basic and diluted		5,749,999			5,749,999

Basic and diluted net loss per class A non-redeemable ordinary share	$	(0.15	)	$	0.07

Weighted average shares outstanding, basic and diluted		1			1

Basic and diluted net loss per class B ordinary share	$	(0.15	)	$	0.01

	Class B Ordinary Shares				Class A Ordinary Shares				Accumulated			Total Shareholder's
	Shares		Amount		Shares		Amount		Deficit			Equity
Balance – March 31, 2025		1	$	-		5,749,999	$	575	$	(2,037,440	)	$	(2,036,865	)
Current period Accretion										(21,139	)		(21,139	)
Net loss										(897,045	)		(897,045	)
Balance – June 30, 2025		1	$	-		5,749,999	$	575	$	(2,955,624	)	$	(2,955,049	)

	For The Three Months Ended June 30, 2025			For The Three Months Ended June 30, 2024
Cash Flows From Operating Activities:
Net income/(loss)	$	(897,045	)	$	446,618
Adjustments to reconcile net loss to net cash provided by operating activities
Loss (gain) on change in fair value of derivative liabilities		884,244			(464,000	)
Interest income		(21,139	)		(153,952	)
Dividend Income
Changes in operating assets and liabilities:
Prepaid expenses		933
Accounts payable and accrued expenses		7,399			60,823
Net Cash Provided By (Used In) Operating Activities		(25,608	)		(110,511	)

Cash Flows From Investing Activities:
Purchase of property and equipment		-
Net Cash Used In Investing Activities		-			-

Cash Flows From Financing Activities:
Proceeds from note payable and advances from related party		23,997			42,780
Net Cash Provided By Financing Activities		23,997			42,780

Net change in cash		(1,611	)		(67,731	)

Cash - Beginning of period		1,611			184,733

Cash - Ending of period	$	-		$	117,002

Supplemental Schedule of Non-Cash Financing Activities:
Remeasurement adjustment	$	21,139		$	(153,952	)

	Number of Shares			Amount
Gross proceeds		23,000,000		$	230,000,000
Less:
Transaction costs allocated to Class A ordinary shares					(12,628,021	)
Proceeds allocated to Forward Purchase Agreement					(195,732	)
Proceeds allocated to Public Warrants					(13,006,500	)
					(25,830,253	)
Plus:
Remeasurement of carrying value to redemption value					30,446,662
Class A ordinary shares subject to possible redemption – March 31, 2022		23,000,000		$	234,616,409
Plus:
Current period remeasurement of carrying value to redemption value					5,825,601
Class A ordinary shares subject to possible redemption – March 31, 2023		23,000,000		$	240,442,010
Less:
Redemption of Class A ordinary shares		(21,788,269	)		(230,809,584	)
Plus:
Current period remeasurement of carrying value to redemption value					3,850,608
Class A ordinary shares subject to possible redemption – March 31, 2024		1,211,731		$	13,483,034
Less:
Redemption of Class A ordinary shares		(1,006,745	)		(11,642,099	)
Plus:
Current period remeasurement of carrying value to redemption value					541,411
Class A ordinary shares subject to possible redemption – March 31, 2025		204,986		$	2,382,346
Plus:
Current period remeasurement of carrying value to redemption value					21,139
Class A ordinary shares subject to possible redemption – June 30, 2025		204,986		$	2,403,485

	3 Month Ended June 30, 2025
	Class A subject to possible redemption		Class A Perm		Class B
Allocation of net loss		30,879		866,166		-
Basic and diluted weighted average shares outstanding		204,986		5,749,999		1
Basic and diluted net loss per share	$	0.15	$	0.15		-

	3 Month Ended June 30, 2024
	Class A subject to possible redemption		Class A Perm		Class B
Allocation of net income		15,374		431,244		-
Basic and diluted weighted average shares outstanding		1,211,731		5,749,999		1
Basic and diluted net income per share	$	0.01	$	0.07		-

●	“Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●	“Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●	“Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

●	in whole and not in part;

●	at a price of $0.01 per Public Warrant;

●	upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and

●	if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

●	in whole and not in part;

●	at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares;

●	upon a minimum of 30 days’ prior written notice of redemption;

●	if, and only if, the last reported sale price of the Class A ordinary share equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

●	if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants, as described above.

Description	Level		June 30, 2025		March 31, 2025
Assets:
Investments held in Trust Account		1	$	2,403,485	$	2,382,346
Liabilities:
Warrant liability – Private Placement Warrants		2	$	460,000	$	27,449
Warrant liability – Public Warrants		1		468,000	$	16,307

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document.

	PIERMONT VALLEY ACQUISITION CORP.

Dated: February 20, 2026	By.	/s/ Wei Qian
		Wei Qian
		Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

1.	I have reviewed this Quarterly Report on Form 10-Q of Piermont Valley Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	PIERMONT VALLEY ACQUISITION CORP.
	(Registrant)

Dated: February 20, 2026	By:	/s/ Wei Qian
		Wei Qian
		Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.