Piermont Valley Acquisition Corp 10-Q for FY2022 Q3

Piermont Valley Acquisition Corp (CMCAF)

10-Q 2022-02-14 For: 2021-12-31

Added on April 06, 2026

About this 10-Q

Piermont Valley Acquisition Corp filed this 10-Q on February 14, 2022, covering the quarter ended December 31, 2021 (FY2022 Q3).

Headline figures

Quarter ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $13.33M

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Cayman Islands		98-1598114
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	CMCAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share, included as part of the units	CMCA	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CMCAW	The Nasdaq Stock Market LLC


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

		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements
	Unaudited Condensed Balance Sheet as of December 31, 2021	3
	Unaudited Condensed Statements of Operations for the Three Months ended December 31, 2021 and for the Period from April 20, 2021 (inception) Through December 31, 2021	4
	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months ended December 31, 2021 and for the Period from April 20, 2021 (inception) Through December 31, 2021	5
	Unaudited Condensed Statement of Cash Flows for the Period from April 20, 2021 (inception) Through December 31, 2021	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28


ASSETS
Current Assets:
Cash	$	1,120,545
Prepaid expenses		408,014
Total Current Assets		1,528,559

Investments held in Trust Account		234,601,001

Other assets		162,538
Total Assets	$	236,292,098

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Accounts payable and accrued expenses	$	23,334
Accrued offering costs		71,812
Total Current Liabilities		95,146

Derivative warrant liabilities		10,463,400
Deferred underwriting commission		8,050,000

Total Liabilities		18,608,546

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption; 23,000,000 shares (at $10.20 per share)		234,600,000

Shareholders' deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 0 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 5,750,000 shares issued and outstanding		575
Additional paid-in capital		—
Accumulated deficit		(16,917,023)
Total Shareholders' Deficit		(16,916,448)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	236,292,098


	For the Three		For the Period
	Months Ended		April 20, 2021 (Inception)
	December 31, 2021		Through December 31, 2021

EXPENSES
Administration fee - related party	$	20,000	$	20,000
General and administrative		94,916		105,522
TOTAL EXPENSES		114,916		125,522

OTHER INCOME (EXPENSES)
Investment income earned on investment held in Trust Account		1,001		1,001
Transaction costs allocable to warrant liability		(801,850)		(801,850)
Change in fair value of derivative warrants		14,243,100		14,243,100
TOTAL OTHER INCOME - NET		13,442,251		13,442,251

Net income attributable to ordinary shares	$	13,327,335	$	13,316,729

Weighted average number of Class A ordinary shares outstanding, basic and diluted		7,076,923		2,525,490
Basic and diluted net income per Class A ordinary share	$	1.04	$	1.61

Weighted average number of Class B ordinary shares outstanding, basic and diluted		5,750,000		5,750,000
Basic and diluted net income per Class B ordinary share	$	1.04	$	1.61


	Class B			Additional
	Ordinary Shares			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of April 20, 2021 (inception)	—	$	—	$	—	$	—	$	—

Issuance of Class B ordinary shares to Sponsor	5,750,000		575		24,425		—		25,000

Net loss	—		—		—		(10,606)		(10,606)

Balance as of June 30, 2021	5,750,000		575		24,425		(10,606)		14,394

Net loss	—		—		—		—		—

Balance as of September 30, 2021	5,750,000		575		24,425		(10,606)		14,394

Cash received in excess of fair value of private placement warrants	—		—		1,532,700		—		1,532,700

Remeasurement of Class A ordinary shares to redemption value	—		—		(1,557,125)		(30,233,752)		(31,790,877)

Net income	—		—		—		13,327,335		13,327,335
Balance as of December 31, 2021	5,750,000	$	575	$	—	$	(16,917,023)	$	(16,916,448)


	For the period
	April 20, 2021
	(Inception) Through
	December 31 2021
Cash Flows From Operating Activities:
Net income	$	13,316,729
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on investment held in Trust Account		(1,001)
Change in fair value of derivative liabilities		(14,243,100)
Transaction costs allocable to warrant liability		801,850
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(570,552)
Accounts payable and accrued expenses		23,334
Accrued offering costs		40,000
Net Cash Used In Operating Activities		(632,740)

Cash Flows From Investing Activities:
Cash deposited into Trust Account		(234,600,000)
Net Cash Used In Investing Activities		(234,600,000)

Cash Flows From Financing Activities:
Proceeds from sale of Units in Public Offering, net of underwriting fee		225,400,000
Proceeds from note payable	$	280,000
Payment on note payable	$	(280,000)
Proceeds from sale of Private Placement Warrants		11,700,000
Payment of offering costs		(746,715)
Net Cash Provided By Financing Activities		236,353,285

Net change in cash		1,120,545
Cash at beginning of period		—
Cash at end of period	$	1,120,545

Supplemental disclosure of non-cash financing activities:
Deferred underwriters’ commissions charged to additional paid-in capital in connection with the Public Offering	$	8,050,000
Initial classification of fair value of Public warrants	$	26,239,200
Deferred offering costs paid in exchange for Class B ordinary shares	$	25,000


Gross proceeds	$	230,000,000
Less:
Transaction costs allocated to Class A ordinary share		(12,650,938)
Proceeds allocated to Public Warrants		(13,006,500)
		(25,657,438)

Plus:
Remeasurement of carrying value to redemption value		30,257,438
Class A ordinary shares subject to possible redemption	$	234,600,000


					For the Period from
	Three Months Ended				April 20, 2021 (inception)
	December 31, 2021				December 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	7,355,975	$	5,976,730	$	4,065,600	$	9,256,499
Denominator:
Basic and diluted weighted average shares outstanding		7,076,923		5,750,000		2,525,490		5,750,000

Basic and diluted net income per ordinary share	$	1.04	$	1.04	$	1.61	$	1.61


		December 31,
Description	Level	2021

Investments held in Trust Account	1	$	234,601,001

Liabilities: Warrant liability – Private Placement Warrants	3	$	5,288,400
Warrant liability – Public Warrants	3		5,175,000
		$	10,463,400


	December 3, 2021			December 31, 2021
Stock price	$	10.00		$	9.85
Exercise price	$	11.50		$	11.50
Risk-free interest rate		1.14	%		1.31	%
Expected life of warrants		6.0	years		5.67	years
Expected volatility of underlying shares		17.0	%		8.2	%
Dividend yield		0	%		0	%
Probability of business combination		85	%		*


	Private				Warrant
	Placement		Public		Liabilities
Fair value at April 20, 2021 (inception)	$	—	$	—	$	—
Initial measurement at December 3, 2021		13,232,700		13,006,500		26,239,200
Change in fair value of derivative warrants		(7,944,300)		(7,831,500)		(15,775,800)
Fair value at December 31, 2021	$	5,288,400	$	5,175,000	$	10,463,400


Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of 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*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	Capitalworks Emerging Markets Acquisition Corp

Date: February 14, 2022	By:	/s/ Roberta Brzezinski
		Name: Roberta Brzezinski
		Title: Chief Executive Officer

	Capitalworks Emerging Markets Acquisition Corp

Date: February 14, 2022	By:	/s/ Herman G. Kotzé
		Name: Herman G. Kotzé
		Title: Chief Financial Officer