Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 10-Q

~~(Mark~~☒ ~~One~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~QUARTERLY~~the ~~REPORT~~quarterly ~~UNDER~~period ~~SECTION 13~~ended ORSeptember ~~15(d) OF~~30, ~~THE SECURITIES EXCHANGE ACT OF 1934~~2025

~~For the quarterly period ended December 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~~___________ ~~______________~~to __________

Commission File Number : 001-41108

PIERMONT VALLEY ACQUISITION CORP. (Exact name of registrant as specified in its charter)

Capitalworks Emerging Markets Acquisition Corp

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

(Exact name of registrant as specified in its charter)

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


Cayman Islands		98-1598114
(State or other jurisdiction ofincorporation or organization)		(IRS EmployerIdentification No.)

(929) 792-5788

(Issuer’s telephone number including area code)

1345 Avenue of the Americas, 11th FloorNew York, New York 10105

(Address of principal executive offices and zip code)

(202) 320-4822

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~Tradingsymbol(s)	Name of each exchange ononwhich ~~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
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, included as part of the units	CMCA	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	CMCAF	NONE
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
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CMCAW	NONE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section 13~~to orRule ~~15(d) of~~405 ~~the Securities Exchange Act~~ of ~~1934~~Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, and (2) has been subject to such filing requirements for the past 90 days~~. Yes ~~☒ No~~ ☐ No ☒

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~every~~accelerated ~~Interactive~~filer, ~~Data~~an ~~File~~accelerated ~~required~~filer, toa benon-accelerated ~~submitted~~filer, ~~pursuant~~or toa ~~Rule 405~~smaller ofreporting ~~Regulation~~company. ~~S-T~~See ~~(§ 232.405~~definitions of ~~this~~“large ~~chapter)~~accelerated ~~during~~filer,” ~~the~~“accelerated ~~preceding~~filer,” ~~12 months~~“smaller ~~(or~~reporting ~~for~~company,” ~~such~~and ~~shorter~~“emerging ~~period~~growth ~~that~~company” ~~the~~in ~~registrant~~Rule ~~was~~12b-2 ~~required~~of tothe ~~submit~~Exchange ~~such files). Yes ☒ No ☐~~Act:

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer, a☒ ~~smaller~~Smaller reporting company, or☒ anEmerging ~~emerging~~ growth company. ~~See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:~~☒

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of February 2019, ~~2024~~2026, there were 95,~~998~~952,~~396~~885 Class A ~~Ordinary~~ordinary ~~Shares~~shares, par value $0.0001 per share, of the Registrant and ~~one~~1 Class B ~~Ordinary~~ordinary ~~Share~~share, par value $0.0001 per share, of the ~~registrant~~Registrant issued and outstanding.

INDEX

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		41

Item 4 – Controls and Procedures		41

Part II - Other Information

Item 5 – Other Information		42

Item 6 – Exhibits		42

Signatures		43

2 Table of Contents

~~Table~~Part ofI ~~Contents~~- Financial Information

~~CAPITALWORKS~~Item ~~EMERGING~~1 ~~MARKETS~~– ~~ACQUISITION~~Financial ~~CORP~~Statements

~~TABLE~~PIERMONT OFVALLEY ~~CONTENTS~~ACQUISITION CORP.

		Page
PART 1 – FINANCIAL INFORMATION		3
Item 1.	Financial Statements
	Condensed Balance Sheets as of December 31, 2023 (Unaudited) and March 31, 2023	3
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended December 31, 2023 and 2022	4
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended December 31, 2023 and 2022	5
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended December 31, 2023 and 2022	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
PART II – OTHER INFORMATION		36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
SIGNATURES		41

BALANCE SHEETS

	September 30, 2025			March 31, 2025
ASSETS:
Current assets:
Cash	$	14,502		$	1,611
Prepaid expenses		933			2,798
Total current assets		15,435			4,409

Cash and cash equivalents held in trust		2,417,988			2,382,346
Total Assets		2,433,423			2,386,755

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses	$	89,898		$	462,267
Advances from related party		86,927			64,056
Note payable - sponsor		-			1,471,195
		176,825			1,997,518

Warrant liability - private warrants		-			27,449
Warrant liability - public warrants		585,000			16,307
Total liabilities		761,825			2,041,274

Commitments and contingencies
Class A ordinary shares subject to possible redemption; 204,986 shares at redemption value as of September 30, 2025 and March 31, 2025 respectively		2,417,988			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		(746,965	)		(2,037,440	)
Total Shareholder's Equity		(746,390	)		(2,036,865	)
Total Liabilities and Shareholder's Equity	$	2,433,423		$	2,386,755

The accompanying notes are an integral part of the financial statements.

3 Table of Contents

2PIERMONT VALLEY ACQUISITION CORP

STATEMENTS OF OPERATIONS

Table of Contents

	For The Three Months Ended September 30, 2025			For The Three Months Ended September 30, 2024		For The Six Months Ended September 30, 2025			For The Six Months Ended September 30, 2024
EXPENSES
Formation and operating costs	$	82,592		$	56,640	$	116,532		$	227,974

TOTAL EXPENSES		82,592			56,640		116,532			227,974

OTHER INCOME
Interest income		12,871			155,137		34,010			309,088
Change in fair value of warrant liability		(117,000	)		263,887		(1,001,244	)		727,887
Forgiveness of Debt		76,984			-		76,984			-
Bank interest income		2			-		2			-
Dividend Income		1,632			-		1,632			-
TOTAL OTHER INCOME		(25,511	)		419,024		(888,616	)		1,036,975
Net income/(loss)	$	(108,103	)	$	362,384	$	(1,005,148	)	$	809,001

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

Basic and diluted net loss per class A redeemable ordinary share	$	(0.02	)	$	0.05	$	(0.17	)	$	0.12

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

Basic and diluted net loss per class A non-redeemable ordinary share	$	(0.02	)	$	0.05	$	(0.17	)	$	0.12

Weighted average shares outstanding, basic and diluted		1			1		1			1

Basic and diluted net loss per class B ordinary share	$	(0.02	)	$	0.05	$	(0.17	)	$	0.12

~~PART 1 –~~The ~~FINANCIAL~~accompanying ~~INFORMATION~~notes are an integral part of the financial statements.

~~ITEM~~4 1.Table ~~FINANCIAL~~of ~~STATEMENTS~~Contents

~~CAPITALWORKS~~PIERMONT ~~EMERGING~~VALLEY ~~MARKETS~~ ACQUISITION CORP

~~CONDENSED~~STATEMENTS ~~BALANCE~~OF ~~SHEETS~~CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD ENDED SEPTEMBER 30, 2025


	Class BOrdinary Shares					Class AOrdinary Shares				Accumulated				Total Shareholder's
	December 31,		March 31,
	Shares			Amount		Shares		Amount		Deficit				Equity
	2023		2023
Balance – March 31, 2025		1		$	-		5,749,999	$	575		$	(2,037,440	)	$	(2,036,865	)
	(unaudited)
Current period Accretion												(21,139	)		(21,139	)
ASSETS
Net loss												(897,045	)		(897,045	)
Current Assets:
Balance – June 30, 2025		1		$	-		5,749,999	$	575		$	(2,955,624	)	$	(2,955,049	)
Cash	$	121,635	$	90,283
Current period Accretion												(14,501	)		(14,501	)
Prepaid expenses and other assets		53,000		151,872
Forgiveness of due to related party balance												400,069			400,069
Total Current Assets		174,635		242,155
Cancellation of Private Warrants												460,000			460,000

Waiver of Notes Payable												1,471,195			1,471,195
Cash and Investments held in the Trust Account		46,580,667		240,442,010
Net loss												(108,103	)		(108,103	)
Total Assets	$	46,755,302	$	240,684,165
Balance – September 30, 2025		1		$	-		5,749,999	$	575		$	(746,965	)	$	(746,390	)

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	830,124	$	558,731
Loan Arrangement		710,440		—
Working Capital Loan Agreement – Sponsor		1,360,000		800,000
Accrued offering costs		71,812		71,812
Total Current Liabilities		2,972,376		1,430,543

Derivative warrant liabilities		466,320		1,916,320
Forward purchase agreement liability		1,207,099		864,223
Deferred underwriting commission		8,050,000		8,050,000
Total liabilities		12,695,795		12,261,086

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption; 4,248,397 and 23,000,000 shares (at redemption value), respectively, as of December 31, 2023 and March 31, 2023		46,580,667		240,442,010

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, 5,749,999 and 0 shares issued and outstanding, respectively, (excluding 4,248,397 and 23,000,000 shares, respectively, subject to possible redemption as of December 31, 2023 and March 31, 2023)		575		—
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 1 and 5,750,000 shares issued and outstanding, respectively, as of December 31, 2023 and March 31, 2023		—		575
Additional paid-in capital		—		—
Accumulated deficit		(12,521,735)		(12,019,506)
Total Shareholders’ Deficit		(12,521,160)		(12,018,931)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	46,755,302	$	240,684,165

PIERMONT VALLEY ACQUISITION CORP

~~The~~STATEMENTS ~~accompanying~~OF ~~notes~~CHANGES ~~are~~IN anSHAREHOLDERS’ ~~integral part of the unaudited condensed financial statements.~~DEFICIT

FOR THE PERIOD ENDED SEPTEMBER 30, 2024

	Class B Ordinary Shares				Class A Ordinary Shares				Accumulated			Total Shareholder's
	Shares		Amount		Shares		Amount		Deficit			Equity

Balance – March 31, 2024		1	$	-		5,749,999	$	575	$	(3,133,127	)	$	(3,132,552	)
Current period Accretion										(153,952	)		(153,952	)
Net income										446,618			446,618
Balance – June 30, 2024		1	$	-		5,749,999	$	575	$	(2,840,461	)	$	(2,839,886	)
Current period Accretion										(155,137	)		(155,137	)
Net income										362,384			362,384
Balance – September 30, 2024		1	$	-		5,749,999	$	575	$	(2,633,214	)	$	(2,632,639	)

~~Table~~The accompanying notes are an integral part of ~~Contents~~the financial statements.

~~CAPITALWORKS~~5 ~~EMERGING~~Table ~~MARKETS~~of ~~ACQUISITION CORP~~Contents

~~CONDENSED~~PIERMONT ~~STATEMENTS~~VALLEY OFACQUISITION ~~OPERATIONS~~CORP

~~(UNAUDITED)~~STATEMENTS OF CASH FLOWS


	For The SixMonths Ended September 30, 2025				For The SixMonths Ended September 30, 2024
	For the Three Months Ended						For the Nine Months Ended
Cash Flows From Operating Activities:
	December 31,						December 31,		December 31
Net income	$	(1,005,148	)		$	809,001
	2023			2022			2023		2022
Adjustments to reconcile net loss to net cash provided by operating activities
EXPENSES
Loss (gain) on change in fair value of derivative liabilities		1,001,244				(727,887	)
General and administrative services - related party	$	60,000		$	60,000		$	180,000	$	180,000
Sponsor waived liabilities		400,068				-
Operating and formation expenses		270,422			210,086			1,079,353		1,234,315
Interest income		(34,010	)			(309,088	)
TOTAL EXPENSES		330,422			270,086			1,259,353		1,414,315
Dividend Income		(1,632	)

Changes in operating assets and liabilities:
OTHER INCOME (EXPENSE)
Prepaid expenses		1,866
Investment income earned on investment held in Trust Account		581,496			1,959,780			2,981,390		3,305,210
Accounts payable and accrued expenses		(372,369	)			62,106
Change in fair value of forward purchase agreement liability		242,703			16,634			(342,876)		(141,283)
Net Cash Provided By (Used In) Operating Activities		(9,981	)			(165,868	)
Change in fair value of derivative warrants		201,840			1,621,680			1,450,000		3,709,680
Cash Flows From Investing Activities:
TOTAL OTHER INCOME - NET		1,026,039			3,598,094			4,088,514		6,873,607
Purchase of property and equipment		-				-

Net Cash Used In Investing Activities		-				-
Net income attributable to ordinary shares	$	695,617		$	3,328,008		$	2,829,161	$	5,459,292
Cash Flows From Financing Activities:

Proceeds from note payable and advances from related party		22,871				42,780
Weighted average number of redeemable Class A ordinary shares outstanding, basic and diluted		4,248,397			23,000,000			7,862,342		23,000,000
Net Cash Provided By Financing Activities		22,871				42,780
Basic and diluted net income per redeemable Class A ordinary share	$	0.07		$	0.12		$	0.21	$	0.19
Net change in cash		12,891				(123,088	)

Cash - Beginning of period		1,611				184,733
Weighted average number of non-redeemable Class A ordinary shares outstanding, basic and diluted		5,749,999			—			4,641,817		—
Cash - Ending of period	$	14,502			$	61,645
Basic and diluted net income per non-redeemable Class A ordinary share	$	0.07		$	—		$	0.21	$	—
Supplemental Schedule of Non-Cash Financing Activities:
Weighted average number of Class B ordinary shares outstanding, basic and diluted		1			5,750,000			1,108,183		5,750,000
Remeasurement adjustment	$	35,642			$	(309,088	)
Basic and diluted net income per Class B ordinary share	$	0.07		$	0.12		$	0.21	$	0.19

The accompanying notes are an integral part of the financial statements.

~~The~~6 ~~accompanying~~Table ~~notes are an integral part~~ of ~~the unaudited condensed financial statements.~~Contents

PIERMONT VALLEY ACQUISITION CORP

4NOTES TO FINANCIAL STATEMENTS

~~Table~~SEPTEMBER of30, ~~Contents~~2025

CAPITALWORKS EMERGING MARKETS ACQUISITION CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2023


	Class A			Class B			Additional
	Ordinary Shares			Ordinary Shares			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of April 1, 2023	—	$	—	5,750,000	$	575	$	—	$	(12,019,506)	$	(12,018,931)

Remeasurement of Class A ordinary shares to redemption value	—		—	—		—		—		(1,861,142)		(1,861,142)
Conversion of Class B ordinary shares to Class A ordinary shares	5,749,999		575	(5,749,999)		(575)		—		—		—
Net income	—		—	—		—		—		1,056,119		1,056,119
Balance June 30, 2023	5,749,999	$	575	1	$	—	$	—	$	(12,824,529)	$	(12,823,954)
Remeasurement of Class A ordinary shares to redemption value	—		—	—		—		—		(738,753)		(738,753)
Net income	—		—	—		—		—		1,077,425		1,077,425
Balance September 30, 2023	5,749,999	$	575	1	$	—	$	—	$	(12,485,857)	$	(12,485,282)
Remeasurement of Class A ordinary shares to redemption value	—		—	—		—		—		(731,496)		(731,496)
Net income	—		—	—		—		—		695,617		695,617
Balance December 31, 2023	5,749,999	$	575	1	$	—	$	—	$	(12,521,735)	$	(12,521,160)

FOR THE NINE MONTHS ENDED DECEMBER 31, 2022


	Class B			Additional				Total
	Ordinary Shares			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance, March 31, 2022	5,750,000	$	575	$	—	$	(11,164,576)	$	(11,164,001)

Remeasurement of Class A ordinary shares to redemption value	—		—		—		(307,310)		(307,310)

Net income	—		—		—		1,608,198		1,608,198
Balance as of June 30, 2022	5,750,000	$	575		—	$	(9,863,688)		(9,863,113)

Remeasurement of Class A ordinary shares to redemption value	—						(1,038,120)		(1,038,120)

Net income	—		—		—		523,086		523,086
Balance, September 30, 2022	5,750,000	$	575	$	—	$	(10,378,722)	$	(10,378,147)
Remeasurement of Class A ordinary shares to redemption value	—		—		—		(1,959,780)		(1,959,780)
Net income	—		—		—		3,328,008		3,328,008
Balance, December 31, 2022	5,750,000	$	575	$	—	$	(9,010,494)	$	(9,009,919)

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

CAPITALWORKS EMERGING MARKETS ACQUISITION CORP

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended		For the Nine Months Ended
	December 31,		December 31,
	2023		2022
Cash Flows From Operating Activities:
Net income	$	2,829,161	$	5,459,292
Adjustments to reconcile net income to net cash used in operating activities:
Investment income earned on investments held in the Trust Account		(2,981,390)		(3,305,210)
Change in fair value of derivative warrant liabilities		(1,450,000)		(3,709,680)
Change in fair value of forward purchase agreement liability		342,876		141,283
Changes in operating assets and liabilities:
Prepaid expenses		88,872		213,414
Other current assets		—		34,626
Other assets		10,000		64,372
Accounts payable and accrued expenses		271,393		367,785
Net Cash Used In Operating Activities		(889,088)		(734,118)

Cash Flows From Investing Activities:
Cash withdrawn from Trust Account in connection with redemption		197,192,734		—
Cash deposited into Trust Account		(350,000)		—
Net Cash Provided By Investing Activities		196,842,734		—

Cash Flows From Financing Activities:
Redemptions of Class A ordinary shares		(197,192,734)		—
Proceeds from working capital loan agreement		560,000		—
Due from Sponsors		—		25,000
Proceeds from loan arrangement		710,440		—
Net Cash (Used In) Provided By Financing Activities		(195,922,294)		25,000

Net change in cash		31,352		(709,118)

Cash at beginning of period		90,283		969,261
Cash at end of period	$	121,635	$	260,143

Supplemental disclosure of non-cash financing activities:
Class A ordinary shares remeasurement adjustment	$	3,331,391	$	3,305,210

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

CAPITALWORKS EMERGING MARKETS ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSDECEMBER 31, 2023

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Piermont Valley Acquisition Corp (formerly Capitalworks Emerging Markets Acquisition Corp) (the “Company”) ~~was~~is ~~incorporated~~a inblank ~~the~~check ~~Cayman~~company ~~Islands~~incorporated onas ~~April 20,~~a ~~2021.~~Cayman ~~The~~Islands ~~Company~~exempted ~~was~~company and formed for the purpose of effecting a merger, ~~capital~~share ~~stock~~ exchange, asset acquisition, ~~stock~~share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). ~~The~~We ~~Company~~have isreviewed, ~~not~~and ~~limited~~continue to review, a ~~particular~~number ~~industry~~of oropportunities ~~sector~~to ~~for~~enter ~~purposes~~into ofa ~~consummating~~Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. ~~The~~We ~~Company~~have isneither anengaged ~~early~~in ~~stage~~any operations nor generated any operating revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. We are an emerging growth company and, as such, ~~the~~we ~~Company~~are is subject to all of the risks associated with ~~early stage and~~ emerging growth companies.

As of ~~December~~September 3130, ~~2023~~2025, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through ~~December~~September 3130, ~~2023~~2025 relates to the Company’s formation, initial public offering consummated on December 3, 2021 (“Initial Public Offering”) and search for a prospective target company, which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and the Private Placement (as defined below) deposited in the Trust Account (as defined below). The Company has selected March 31 as its fiscal year end.

~~Lexasure~~On ~~Business~~May ~~Combination~~12, 2021, CEMAC Sponsor LP purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share.

On ~~March~~December 13, ~~2023~~2021, the Company ~~announced~~consummated ~~the~~an ~~execution~~initial ofpublic aoffering ~~definitive~~of ~~business~~23,000,000 ~~combination~~units ~~agreement~~ (the “~~Lexasure Business Combination Agreement~~Units”), ~~with~~which ~~Lexasure~~included ~~Financial~~the ~~Group~~exercise ~~Limited,~~in afull ~~Cayman~~of ~~Islands~~the ~~exempted~~underwriter’s ~~company~~option ~~limited~~to bypurchase ~~shares~~an ~~(together~~additional ~~with its successors~~3, ~~“Lexasure”)~~000,000 ~~Lexasure~~Units ~~Financial~~at ~~Holdings~~the ~~Corp.,~~Public aOffering ~~Cayman~~price ~~Islands~~to ~~exempted~~cover ~~company limited by shares (“Pubco”)~~over-allotments, ~~CEMAC~~at ~~Merger Sub Inc.,~~ a ~~Cayman~~price ~~Islands~~of ~~exempted~~$10.00 ~~company~~per ~~limited~~Unit bygenerating ~~shares~~gross ~~and~~proceeds ~~a wholly-owned subsidiary~~ of ~~Pubco, Lexasure Merger Sub Inc~~$230.,0 amillion ~~Cayman~~before ~~Islands~~underwriting ~~exempted~~discounts ~~company~~and ~~limited~~expenses by(the ~~shares~~“Public ~~and~~Offering”). aEach ~~wholly-owned~~“Unit” ~~subsidiary~~consists of ~~Pubco,~~one ~~CEMAC~~Class ~~Sponsor~~A LPordinary share, apar ~~Cayman~~value ~~Islands~~$0.0001 ~~exempted~~per ~~limited~~share ~~partnership~~ (the “~~Sponsor”),~~Class inA ~~the~~ordinary ~~capacity~~shares”) ~~as the representative from~~ and ~~after~~one-half ~~the Effective Time (as defined below) for the shareholders~~ of ~~the~~one ~~Company~~redeemable ~~and~~warrant ~~Pubco~~ (~~other than~~ the ~~former~~“Public ~~Lexasure shareholders~~Warrants”), ~~and~~each ~~Ian~~whole ~~Lim~~Public ~~Teck~~Warrant ~~Soon,~~entitling anthe ~~individual,~~holder inthereof ~~the~~to ~~capacity~~purchase asone ~~the~~Class ~~representative~~A ~~from~~ordinary ~~and~~share ~~after~~at ~~the~~an ~~Effective~~exercise ~~Time~~price ~~for~~of ~~the~~$11.50 ~~former~~per ~~Lexasure shareholders~~share, ~~for~~subject ato ~~proposed~~adjustment. ~~business~~Only ~~combination~~whole ~~among~~Public ~~the~~Warrants ~~parties~~may ~~(the~~be ~~“Lexasure~~exercised ~~Business~~and ~~Combination”).~~no ~~Pursuant~~fractional toPublic ~~the~~Warrants ~~Lexasure Business Combination Agreement, Pubco~~ will ~~serve~~be asissued ~~the~~upon ~~parent~~separation ~~company~~ of ~~each of~~ the ~~Company~~Units and ~~Lexasure~~only ~~following~~whole ~~the~~Public ~~consummation~~Warrants ofmay ~~the~~be ~~Lexasure Business Combination~~traded. ~~Capitalized terms used but not defined in this subsection “Lexasure Business Combination” shall have the respective meanings given to them in the Lexasure Business Combination Agreement.~~

~~The~~Simultaneously ~~total~~with ~~consideration~~the toclosing beof ~~paid~~the byPublic ~~Pubco~~Offering, tothe ~~Lexasure’s~~Company ~~shareholders~~completed at the ~~Closing~~private sale of an aggregate of 10,500,000 warrants (the “~~Merger~~Private ~~Consideration~~Placement Warrants”) ~~will~~and betogether anwith ~~amount~~the ~~equal~~Public Warrants, the “Warrants”), each exercisable to purchase one Class A ordinary share for $~~250~~11.50 per share,~~000~~ subject to adjustment,~~000~~ ~~plus~~to ~~the~~CEMAC ~~amount~~Sponsor LP, at a price of ~~aggregate~~$1.00 ~~net~~per ~~proceeds~~Private ~~actually~~Placement ~~received~~Warrant. byThe ~~Lexasure~~Public ~~between~~Warrants ~~signing~~will ~~and~~become ~~Closing~~exercisable of30 days after the ~~Lexasure~~completion of a Business Combination; ~~Agreement~~provided inthat ~~respect~~we have an effective registration statement under the Securities Act of ~~investments~~1933, inas amended (the ~~Company’s~~“Securities ~~securities.~~Act”) ~~The~~covering ~~Merger~~the ~~Consideration~~Class ~~will~~A beordinary ~~payable~~shares inissuable ~~new~~upon ~~Pubco~~the ~~Ordinary~~exercise ~~Shares,~~of ~~each~~the ~~valued~~Public atWarrants and a ~~price~~current ~~per~~prospectus ~~share~~relating ~~equal~~ to them is available and such shares are registered, qualified or exempt from registration under the ~~price~~securities, ~~per~~or ~~share~~blue atsky, ~~which~~laws of the ~~Public~~state ~~Shareholders~~of residence of the holder (asor ~~defined~~holders ~~below)~~are ~~may~~permitted ~~redeem~~to exercise their ~~ordinary~~Public ~~shares~~Warrants (on a cashless basis under certain circumstances as ~~defined~~a inresult ~~Note~~of 7our failure to have an effective registration statement by the 60th business day after the closing of the Business Combination), inand ~~connection~~will ~~with~~expire five years after the ~~Closing~~completion of the Business Combination or earlier upon redemption or liquidation.

~~The~~7 ~~Public~~Table ~~Shareholders who do not redeem their ordinary shares in connection with the Transactions will receive one Pubco Ordinary Share per ordinary share~~ of ~~the Company.~~Contents

InThe ~~addition,~~Company entered into the ~~Lexasure~~Forward ~~shareholders~~Purchase ~~will~~Agreement, ~~have~~as amended, with Camber Base, LLC, an affiliate of Brown University (the ~~contingent~~“Forward ~~right~~Purchase Investor”) pursuant to ~~receive~~which the Forward Purchase Investor, or any of its subsidiaries or affiliates, may, at the sole written election of the Forward Purchase Investor, purchase up to an$20.0 ~~aggregate~~million ~~maximum~~Forward ofPurchase 5Units,~~000~~ for $10.00 per Forward Purchase Unit,~~000~~ ~~additional~~in ~~Pubco~~a private placement that will close substantially concurrently with the closing of our Initial Business Combination. One Forward Purchase Unit consists of one Forward Purchase Share and one-half of one Forward Purchase Warrant. The Forward Purchase Investor has agreed that it, and any of its subsidiaries or affiliates will not redeem any Class A Ordinary Shares (held by any of them in connection with the ~~“Earnout~~Initial ~~Shares”)~~Business Combination. Each whole Forward Purchase Warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share. The Forward Purchase Warrants will have the same terms as ~~contingent~~the ~~consideration~~Public ~~after~~Warrants and the ~~Closing~~Forward ~~based~~Purchase onShares ~~Pubco~~will be identical to the Class A Ordinary Shares included in the Units sold in the IPO, ~~Lexasure~~except ~~and~~the ~~their~~Forward ~~respective~~Purchase ~~subsidiaries~~Shares ~~achieving~~will be subject to transfer restrictions and certain ~~adjusted~~registration ~~net~~rights. ~~income~~The ~~milestones~~purchase of the Forward Purchase Units may be made regardless of whether any of our Class A Ordinary Shares are redeemed by our Public Shareholders and are intended to provide us with a minimum funding level for our Initial Business Combination. The proceeds from the ~~fiscal~~sale ~~years~~of ~~ending~~Forward ~~June~~Purchase 30Units may be used as part of the consideration to the sellers in our Initial Business Combination, ~~2023~~expenses in connection with our Initial Business Combination and ~~June~~for ~~30,~~working ~~2024,~~capital asin ~~follows:~~the post-transaction company.

On March 1, 2023, the Company entered into a definitive business combination agreement (ithe “Lexasure Business Combination Agreement”) anwith ~~aggregate~~Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, “Lexasure”), Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of 2Pubco (“SPAC Merger Sub”),~~500~~ Lexasure Merger Sub Inc.,~~000~~ ~~Earnout~~a ~~Shares~~Cayman ~~will~~Islands beexempted ~~issued~~company tolimited by shares and a wholly- owned subsidiary of Pubco (“Company Merger Sub” and, together with SPAC Merger Sub, the ~~Lexasure~~“Merger Subs”), ~~shareholders~~CEMAC Sponsor LP, in the ~~event~~capacity ~~that~~as ~~adjusted~~the ~~net~~representative ~~income~~from and after the effective time for the ~~Earnout~~shareholders ~~Year~~of ~~ending~~the ~~June~~Company 30and Pubco (other than the former Lexasure shareholders) (the “SPAC Representative”), ~~2023~~and isIan atLim ~~least~~Teck ~~$18~~Soon,~~000~~ an individual,~~000;~~ in the capacity as the representative from and after the Effective Time for the former Lexasure shareholders (the “Seller Representative”) for an initial business combination (the “Lexasure Business Combination”).

On May 18, 2023 and May 22, 2023, certain of our unaffiliated investors (iithe “Investors”) entered into non-redemption agreements (“Non-Redemption Agreements”) with CEMAC Sponsor LP, pursuant to which the Investors agreed to (i) not redeem an aggregate of 2up to 4,~~500~~399,~~000~~737 ~~Earnout~~previously-held Class A ordinary shares (the “Investor Shares”) ~~will~~in beconnection ~~issued~~with tothe First Extension (as defined below) and (ii) vote the ~~Lexasure~~Investor ~~shareholders~~Shares in favor of the ~~event~~First ~~that~~Extension. In exchange for these commitments from the ~~combined~~Investors, ~~adjusted~~CEMAC Sponsor ~~net~~LP agreed ~~income~~to ~~for~~transfer ~~both~~to ~~Earnout~~the ~~Years~~Investors is(i) atan ~~least~~aggregate ~~$41~~of up to 1,000,000 Class B ordinary shares in connection with an extension until June 3, 2025 and (ii) to the extent our board of directors agrees to further extend the date up to three times by an additional month each time until March 3, 2024 to consummate its Business Combination, an aggregate of up to 1,500,000 Class B ordinary shares, which includes the Class B ordinary shares referred to in clause (i), in each case, on or promptly after the consummation of the Business Combination.

7On May 23, 2023, the Company held an extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which we must (1) consummate our Business Combination, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering, with up to three optional additional extensions by an additional month each time, at the option of our board of directors, until March 3, 2024 (the “First Extension”). In connection with the First Extension, shareholders holding 18,751,603 Class A ordinary shares exercised their right to redeem such shares at a per share redemption price of $10.51. As a result, approximately $197.2 million was removed from our Trust Account to pay such holders.

~~Table~~On February 27, 2024, in connection with the extension of ~~Contents~~the date by which the Company was required to consummate an initial business combination, the Company entered into non-redemption agreements with certain unaffiliated investors. Under these agreements, such investors agreed not to redeem their public shares, and the sponsor agreed to forfeit up to 307,500 founder shares, with a corresponding number of Class A ordinary shares to be issued to the participating investors. These arrangements were intended to support the maintenance of the minimum number of public shares required in connection with the extension.

~~The~~8 ~~Closing~~Table isof ~~subject to typical conditions.~~Contents

~~Upon~~On February 29, 2024, the ~~execution~~Company held another extraordinary general meeting of ~~the~~shareholders ~~Lexasure~~at ~~Business~~which ~~Combination~~our ~~Agreement~~shareholders approved, by special resolution, the proposal to amend and restate the Company’s ~~received~~amended anand ~~automatic~~restated ~~three-month~~memorandum ~~extension~~and articles of association to ~~June~~further 3,extend ~~2023~~the todate ~~consummate~~by anwhich ~~initial~~we must (1) consummate our Business Combination. Onfrom ~~May~~March 233, ~~2023,~~2024 ~~the~~to ~~Company~~March ~~held~~3, an2025, ~~extraordinary~~(2) ~~general~~cease ~~meeting~~our ofoperations ~~shareholders~~except offor the ~~Company,~~purpose atof ~~which~~winding ~~the~~up ~~Company’s~~if ~~shareholders~~we ~~approved,~~fail ~~among~~to ~~other~~complete ~~things~~such Business Combination, anand ~~amendment~~(3) toredeem all of the ~~Company's~~Class ~~amended~~A ~~and~~ordinary ~~restated~~shares ~~memorandum~~included ~~and~~as ~~articles~~part of ~~associates (~~the ~~"Charter")~~Units tosold ~~extend~~in the ~~date~~Public byOffering ~~which~~ (the ~~Company~~“Second ~~must~~Extension”). ~~consummate~~In anconnection ~~initial~~with ~~Business~~the ~~Combination~~Second toExtension, ~~March~~shareholders holding 3, ~~2024~~036,666 ~~and~~Class toA ~~permit~~Ordinary ~~the~~Shares ~~Board,~~exercised intheir ~~its~~right ~~sole~~to ~~discretion,~~redeem tosuch ~~elect~~shares toat ~~wind~~a upper ~~the~~share ~~Company’s~~redemption ~~operations~~price onof an$11.07. ~~earlier~~As ~~date~~a ~~than~~result, ~~March~~approximately 3$33,616,850 ~~2024~~was removed from our Trust Account to pay such holders.

InOn ~~connection~~March ~~with the Lexasure Business Combination Agreement~~22, ~~the Company entered into two side letters with Lexasure; one letter dated April 18~~2024, ~~2023, and~~ the ~~other~~parties ~~dated April 19, 2023 (the “First Financials Side Letter”). Pursuant~~ to the ~~First Financials Side Letter,~~ Lexasure agreed to loan the Company reasonable amounts that the Company is obligated to deposit into the Trust Account in connection with the Extension and related expenses such as the filing of an additional Quarterly Report on Form 10-Q, up to a maximum of $600,000 (the “First Lexasure Loan”), in the event that the PCAOB audited financial statements of Lexasure and its subsidiaries are not delivered on or before May 1, 2023 and/or the PCAOB reviewed quarterly financial statements of Lexasure and its subsidiaries are not delivered on or before May 7, 2023. The First Lexasure Loan is unsecured and interest free. In connection with the First Lexasure Loan, at the closing of the Lexasure Business Combination ~~(or in the event that the Lexasure Business Combination~~ Agreement isentered ~~terminated~~into ~~in accordance with its terms and the Company consummates another transaction constituting~~ a ~~Business~~Termination Combination, upon the consummation of such Business Combination (an “Alternative Closing”)), the Sponsor has agreed to transfer a number of ordinary shares to Lexasure or its designee equal to (x) the amount of the First Lexasure Loan that is used by the Company and ~~not~~Release ~~returned~~Agreement ~~to Lexasure at or prior to the closing of the Lexasure Business Combination or Alternative Closing (less any amounts applied~~ pursuant to ~~the~~which ~~termination~~they ~~fee~~agreed ~~provision of the Lexasure Business Combination Agreement), divided by (y) $10.00 per share. The Company will repay the First Lexasure Loan amount directly~~ to ~~Lexasure~~terminate at the ~~closing of the~~ Lexasure Business Combination, ~~and in the event of the termination of the Lexasure Business Combination~~ Agreement ~~for any reason, the First Lexasure Loan shall be cancelled~~ and ~~no amounts shall be owed by~~ the ~~Company,~~transactions ~~provided~~contemplated that any amounts advanced by Lexasure pursuant to the First Financials Side Letter shall reduce the amounts payable by Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreementthereby.

On ~~November~~April 819, ~~2023~~2024, ~~the~~CEMAC ~~Company~~Sponsor LP entered into ~~another~~a ~~side~~securities ~~letter~~purchase agreement with ~~Lexasure~~Vikasati ~~(the~~Partners LLC (“~~Second~~Vikasati ~~Financials~~Partners” ~~Side~~and ~~Letter~~together with CEMAC Sponsor LP, the “Prior Sponsors”), ~~addressing~~pursuant ~~Lexasure’s~~to ~~expectation~~which, among other things, Vikasati Partners would purchase (i) one Class B ordinary share of ~~not~~the ~~meeting~~Company, ~~deadline~~(ii) 3,925,000 ~~for~~Class A ordinary shares of the ~~delivery~~Company and (iii) 7,605,000 private placement warrants of the ~~PCAOB~~Company ~~audited~~from ~~company~~CEMAC ~~financials~~Sponsor orLP, the ~~PCAOB~~existing ~~reviewed~~directors ~~quarterly~~and ~~company~~officers ~~financials~~of ~~set~~the ~~forth~~Company inwould ~~certain~~resign, ~~covenants~~and new directors and ~~termination~~officers ~~provisions~~designated ofby ~~the~~Vikasati ~~Lexasure~~Partners ~~Business~~would ~~Combination~~be ~~Agreement~~appointed. On April 25, as2024, ~~extended~~the byparties closed the ~~First~~transactions ~~Financials~~contemplated ~~Side~~by ~~Letter~~the securities purchase agreement.

~~Pursuant~~On toJune 10, 2024, the ~~Second~~Company ~~Financials~~received ~~Side~~a ~~Letter,~~notice from the ~~Company~~Listing ~~has~~Qualifications ~~agreed~~Department to(the ~~forbear~~“Staff”) ~~from~~of ~~enforcing~~The ~~its~~Nasdaq ~~rights~~Stock toMarket ~~terminate~~LLC ~~the~~(“Nasdaq”) ~~Lexasure~~indicating ~~Business~~that, ~~Combination~~as ~~Agreement~~the ~~pursuant~~Company was not able to ~~certain~~complete ~~termination~~a ~~provisions~~business ~~thereunder,~~combination ~~until~~within ~~either~~36 ~~December~~months ~~15,~~of ~~2023~~the effectiveness of its IPO registration statement, or ~~December~~March 315, ~~2023~~2024, ~~depending~~as onrequired ~~whether~~under itNasdaq ~~relates~~Listing toRule IM-5101-2 (the ~~PCAOB~~“Rule”), ~~audited~~the ~~company~~Company ~~financials~~did ornot comply with the ~~PCAOB~~Rule ~~reviewed~~and ~~quarterly~~its ~~company~~securities ~~financials,~~were ~~respectively~~subject to delisting. In ~~exchange~~that ~~for~~regard, ~~this~~the ~~forbearance,~~Staff ~~Lexasure~~determined ~~has~~that ~~agreed~~the toCompany’s ~~loan~~securities towould be delisted from trading on Nasdaq and suspended at the ~~Company~~opening ~~reasonable~~of ~~amounts~~business on April 29, 2024. The Notice indicated that the Company ishad ~~obligated~~the right to ~~deposit~~appeal ~~into~~ the ~~Trust~~Staff’s ~~Account~~determination to a hearings panel. However, pursuant to Nasdaq Listing Rule5815(c)(1)(H), in ~~connection~~the ~~with~~case ~~extensions~~of ~~and~~a ~~related~~company ~~expenses~~whose business plan is to complete one or more acquisitions, such as the ~~filing~~Company, ofwhere anthe ~~additional~~Notice ~~Quarterly~~is ~~Report~~based on ~~Form~~a ~~10-Q~~failure ~~and~~to satisfy the ~~renewal~~requirement of the ~~Company’s~~Rule ~~D&O~~to ~~insurance~~consummate a business combination within 36 months, upthe topanel may only reverse the delisting decision where there has been a ~~maximum~~factual oferror ~~$400~~applying the Rule. Based on the foregoing,~~000~~ (the ~~“Second~~Company ~~Lexasure~~decided ~~Loan”)~~not to appeal the suspension.

~~The~~On ~~Second~~February ~~Lexasure~~28, ~~Loan is unsecured and interest free. In connection with the Second Lexasure Loan~~2025, the ~~Sponsor~~Company ~~agreed~~held toanother ~~transfer~~extraordinary ageneral ~~number~~meeting of ~~Class~~shareholders Bat ~~ordinary~~which ~~shares~~our toshareholders ~~Lexasure~~approved, orby ~~its~~special ~~designee~~ resolution, ~~equal to~~ the ~~amount~~proposal ~~not returned~~ to ~~Lexasure~~amend ~~from~~and restate the ~~escrow~~Company’s ~~divided~~amended byand ~~$10.00~~restated ~~per~~memorandum ~~share~~and ~~regardless~~articles of ~~whether~~association ~~the~~to ~~closing~~further ofextend the ~~Lexasure~~date ~~Business~~by ~~Combination~~which ~~occurs.~~we ~~The~~must ~~Company~~(1) ~~agreed~~consummate toour ~~repay~~Business ~~the~~Combination ~~Second~~from ~~Lexasure~~March ~~Loan~~3, ~~directly~~2025 to ~~Lexasure~~March at3, ~~the~~2026, ~~closing~~(2) ofcease ~~the~~our ~~Lexasure~~operations ~~Business~~except ~~Combination.~~for In the ~~event~~purpose of ~~the~~winding ~~termination~~up ofif ~~the~~we ~~Lexasure~~fail ~~Business~~to ~~Combination~~complete ~~Agreement~~such ~~for~~Business ~~any reason~~Combination, ~~the~~and ~~Second~~(3) ~~Lexasure~~redeem ~~Loan~~all ~~shall~~of bethe ~~cancelled~~Class ~~and~~A noordinary ~~amounts~~shares ~~shall~~included beas ~~owed~~part byof the ~~Company,~~Units ~~provided~~sold ~~that~~in ~~any~~the ~~amounts~~Public ~~advanced~~Offering by(the ~~Lexasure~~“Third ~~pursuant~~Extension”). toIn connection with the ~~Second~~Third ~~Financials~~Extension, ~~Side~~shareholders ~~Letter~~holding ~~shall~~1,066,745 ~~reduce~~Class ~~the~~A ~~amounts~~Ordinary ~~payable~~Shares byexercised ~~Lexasure~~their ~~pursuant~~right to ~~the~~redeem ~~termination~~such ~~fee~~shares ~~provision~~at ofa ~~the~~per ~~Lexasure~~share ~~Business~~redemption ~~Combination~~price ~~Agreement~~of approximately $10.91. As ofa ~~December 31~~result, ~~2023,~~approximately ~~the Company had borrowed~~ $~~710,440~~11.64 ~~under~~million ~~the~~was ~~First~~removed ~~Lexasure~~from ~~Loan~~our ~~and~~Trust ~~the~~Account ~~Second~~to ~~Lexasure~~pay ~~Loan~~such holders.

8In February 2025, the Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp.

~~Table~~Effective as of ~~Contents~~July 11, 2025, the Company, Vikasati Partners and Valleypark Road, LLC (“Valleypark”) entered into a purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) Vikasati Partners transferred to Valleypark an aggregate of 2,238,999 Class A Ordinary Shares, par value $0.0001 per share, of the Company and 1 Class B Ordinary Share, par value $0.0001 per share, of the Company; (b) the Company, Valleypark and Vikasati Partners executed an amendment to the letter agreement originally executed in connection with the Company’s IPO; (c) Vikasati Partners gave to Valleypark the irrevocable right to vote the shares retained by it on its behalf and the Prior Sponsors agreed to take certain other actions on its behalf with respect to certain matters; and (d) the Prior Sponsors agreed to cancel an aggregate of 11,700,000 private placement warrants purchased by CEMAC Sponsor LP at the time of the IPO.

Table of Contents

Effective as of August 14, 2025, our Board of Directors dismissed Marcum LLP (“Marcum”) as our independent registered public accounting firm. Effective as of August 15, 2025, our Board of Directors approved the appointment of Aloba, Awomolo & Partners (“Aloba”) as our independent registered public accounting firm. Marcum’s audit reports on our financial statements for the fiscal years ended March 31, 2023 and 2022 did not contain an adverse opinion or 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 our ability to continue as a going concern. During the two most recent fiscal years ended March 31, 2023 and 2022 and the subsequent interim period through August 14, 2025, there were no disagreements or reportable events between us and Marcum, except that, as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, we identified a material weakness in internal control over financial reporting related to the accounting for complex financial instruments and the restatement of previously issued financial statement

On August 14, 2025, Valleypark agreed to loan to us up to an aggregate of $1,000,000 for working capital purposes pursuant to a non-interest bearing promissory note (the “Note”) payable upon the consummation of 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, with each warrant entitling the holder to purchase one Class A ordinary share at a conversion price of $1.50 per share, which warrants will be identical to the private placement warrants sold concurrently with our initial public offering. If we do 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 we have funds available outside the Trust Account.

During the six months ended September 30, 2025, the Company recorded the waiver and forgiveness of certain liabilities by the Prior Sponsors and related parties in connection with the previously disclosed transition to a new sponsor. As part of this transition, the former sponsor waived and forgave amounts due to related parties, cancelled private placement warrants, waived notes payable, and forgave a related party note. These items were recorded as capital contributions and resulted in a reduction of the Company’s shareholders’ deficit. The decrease in shareholders’ deficit was partially offset by the net loss incurred during the period and accretion related to redeemable shares.

Initial Public Offering

The registration statement for the Company’s Initial Public Offering was declared effective on November 30, 2021. On December 3, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares” and the warrants included in the Units sold, the “Public Warrants”), generating gross proceeds of $200,000,000 (as described in Note 3).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 10,500,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $10,500,000.

On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option in full. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. Also, in connection with the full exercise of the over-allotment option, the Sponsor purchased an additional 1,200,000 Private Placement Warrants at a purchase price of $1.00 per warrant for total gross proceeds of $1,200,000.

As of December 3, 2021, transaction costs amounted to $13,428,526 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee (the “Trust Account”) and $778,526 of other offering costs related to the Initial Public Offering. Cash of $~~121~~1,~~635~~611 was held outside of the Trust Account on ~~December~~March 31, ~~2023~~2025 and available for working capital purposes. ~~As described in Note 6, the $8,050,000 deferred underwriting fees are contingent upon the consummation of the Business Combination within the Combination Period (as defined below).~~

~~Following the closing of the Initial Public Offering on December 3, 2021, an amount of $234,600,000 ($~~10~~.20~~ ~~per~~Table ~~Unit) from the net proceeds~~ of the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. However, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company intends to, on or prior to the 24-month anniversary of the effective date of the registration statement related to the Initial Public Offering, instruct Continental to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash items until the earlier of consummation of its Business Combination or liquidation.Contents

Following the closing of the Initial Public Offering on December 3, 2021, an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. However, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company has instructed Continental to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and to hold all funds in the Trust Account in cash items until the earlier of consummation of its Business Combination or liquidation.

Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and Private Placement, although substantially all of the net proceeds are intended to be and have been applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

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The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

All of the Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of associates (the “Charter”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., the Public Warrants), the initial carrying value of the Class A ordinary shares (as defined in Note 7) classified as temporary equity were allocated proceeds determined in accordance with ASC Topic 470-20, “Debt with Conversion and other Options”. The Class A ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and are classified as such on the Company’s balance sheets until such date that a redemption event takes place. Redemptions of the Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Business Combination.

If11 ~~the~~Table ~~Company seeks shareholder approval~~ of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares held by it in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.Contents

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) and any Public Shares held by such holders have agreed to vote in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The ~~Sponsor~~holders ~~has~~of the Founder Shares have agreed (a) to waive their ~~its~~ redemption rights with respect to any Founder Shares and Public Shares held by them it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment.

The Company originally had a 27-month period, from the closing of the Initial Public Offering to March 3, 2024 (or such earlier date as determined by the Company’s Board of Directors (the “Board”)) as extended by the Extension (as defined in Note 10), unless further extended pursuant to the Charter, to consummate a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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The ~~Company~~holders ~~has a 27-month period, from the closing~~ of the ~~Initial~~Founder ~~Public~~Shares ~~Offering~~have agreed to ~~March~~waive 3,their ~~2024~~rights ~~(or~~to ~~such~~liquidating ~~earlier~~distributions ~~date~~from ~~as determined by~~ the ~~Company’s~~Trust ~~Board~~Account ofwith ~~Directors~~respect (to the ~~“Board”))~~Founder asShares ~~extended~~if by the ~~Extension~~Company ~~(as~~fails ~~defined below), unless further extended pursuant~~ to ~~the~~complete ~~Charter, to consummate~~ a Business Combination (within the “Combination Period”). IfHowever, ~~the~~if ~~Company~~they ~~has~~or ~~not~~any ~~completed~~of atheir ~~Business~~affiliates ~~Combination~~acquire ~~within~~Public ~~the Combination Period~~Shares, ~~the~~such ~~Company~~Public Shares will ~~(i)~~be ~~cease~~entitled ~~all~~to ~~operations~~liquidating ~~except~~distributions ~~for~~from the ~~purpose~~Trust ofAccount ~~winding~~if ~~up,~~the ~~(ii)~~Company asfails ~~promptly~~to ascomplete ~~reasonably~~a ~~possible~~Business ~~but~~Combination ~~not~~within ~~more than ten business days thereafter, redeem 100% of~~ the ~~Public~~Combination ~~Shares,~~Period. atThe aunderwriters ~~per-share~~have ~~price,~~agreed ~~payable~~to inwaive ~~cash,~~their ~~equal~~rights to ~~the~~their ~~aggregate~~deferred ~~amount~~underwriting ~~then~~commission on(see ~~deposit~~Note 6) held in the Trust Account, ~~including~~in ~~interest~~the ~~earned~~event ~~and not previously released to~~ the Company todoes ~~pay~~not ~~its~~complete ~~taxes,~~a ifBusiness ~~any~~Combination ~~(less~~within upthe toCombination ~~$100~~Period,~~000~~ ~~of interest to pay dissolution expenses), divided by the number of then issued~~ and ~~outstanding~~in ~~Public~~such ~~Shares~~event, ~~which~~such ~~redemption~~amounts will ~~completely~~be ~~extinguish~~included ~~the~~with ~~rights of~~ the ~~Public~~other ~~Shareholders~~funds asheld ~~shareholders~~in ~~(including~~ the ~~right~~Trust toAccount ~~receive~~that ~~further~~will ~~liquidating~~be ~~distributions,~~available ifto ~~any),~~fund ~~and~~the ~~(iii) as promptly as reasonably possible following such~~ redemption, ~~subject to the approval~~ of the ~~Company’s remaining~~ Public ~~Shareholders~~Shares. ~~and~~In the ~~Board,~~event ~~liquidate~~of ~~and~~such ~~dissolve~~distribution, ~~subject~~it inis ~~each~~possible ~~case~~that to the ~~Company’s~~per ~~obligations~~share ~~under~~value ~~Cayman Islands law to provide for claims~~ of ~~creditors and~~ the ~~requirements~~assets ofremaining ~~other~~available ~~applicable~~for ~~law.~~distribution ~~There~~ will be noless ~~redemption~~than ~~rights or liquidating distributions with respect to~~ the ~~Company’s~~Initial ~~warrants,~~Public ~~which~~Offering ~~will~~price ~~expire~~per ~~worthless~~Unit ~~if the Company fails to complete a Business Combination within the Combination Period~~($10.00).

~~The~~In ~~Sponsor~~order ~~has~~to protect the amounts held in the Trust Account, the Prior Sponsors have agreed that they will be liable to ~~waive~~the ~~its~~Company ~~rights~~if and to ~~liquidate~~the ~~distributions~~extent ~~from~~any claims by a third party (other than the ~~Trust~~Company’s ~~Account~~independent ~~with~~registered ~~respect~~public accounting firm) for services rendered or products sold to the ~~Founder~~Company, ~~Shares~~or ita ~~will~~prospective ~~receive~~target ifbusiness with which the Company ~~fails~~has todiscussed ~~complete~~entering into a ~~Business~~transaction ~~Combination~~agreement, ~~within~~reduce the ~~Combination~~amount ~~Period.~~of ~~However,~~funds ifin the ~~Sponsor~~Trust orAccount ~~any~~to ofbelow ~~its~~the ~~respective~~lesser ~~affiliates~~of ~~acquire~~(1) $10.20 per Public ~~Shares,~~Share ~~such~~and (2) the actual amount per Public ~~Shares~~Share ~~will~~held bein ~~entitled~~the toTrust ~~liquidating~~Account ~~distributions~~as ~~from~~of the date of the liquidation of the Trust Account, if ~~the~~less ~~Company~~than ~~fails~~$10.20 per Public Share, due to ~~complete~~reductions ain ~~Business~~the ~~Combination~~value ~~within~~of trust assets, in each case net of the ~~Combination~~interest ~~Period~~that may be withdrawn to pay taxes. ~~The~~This ~~underwriters~~liability ~~have~~will ~~agreed~~not apply to ~~waive~~any ~~their~~claims ~~rights~~by toa ~~their~~third ~~deferred~~party ~~underwriting~~who ~~commission~~executed ~~(see~~a ~~Note~~waiver 6)of ~~held~~any inand all rights to seek access to the Trust Account inand ~~the~~as ~~event~~to any claims under the Company’s ~~does~~indemnity ~~not~~of ~~complete~~the aunderwriters ~~Business~~of ~~Combination~~the ~~within~~Initial Public Offering against certain liabilities, including liabilities under the ~~Combination~~Securities ~~Period~~Act of 1933, ~~and~~as inamended ~~such~~(the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, ~~such~~the ~~amounts~~Prior Sponsors will not be ~~included~~responsible ~~with~~to the ~~other~~extent ~~funds~~of ~~held~~any inliability ~~the~~for ~~Trust~~such ~~Account~~third-party ~~that~~claims. ~~will~~The beCompany ~~available~~will seek to ~~fund~~reduce the ~~redemption~~possibility ofthat the ~~Public~~Prior ~~Shares.~~Sponsors Inwill have to indemnify the ~~event~~Trust Account due to claims of ~~such~~creditors ~~distribution~~by endeavoring to have all vendors, itservice isproviders ~~possible~~(other ~~that~~than the ~~per~~Company’s ~~share~~independent ~~value~~registered ofpublic ~~the~~accounting ~~assets~~firm), ~~remaining~~prospective ~~available~~target ~~for~~businesses ~~distribution~~or ~~will~~other beentities ~~less~~with ~~than~~which the ~~Initial~~Company ~~Public~~does ~~Offering~~business, ~~price~~execute ~~per~~agreements ~~Unit~~with ~~($10.00).~~the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Redemption and Extension

On May 18, 2023 and May 22, 2023, the Company entered into non-redemption agreements with ~~the~~CEMAC Sponsor LP and certain unaffiliated third parties (individually, an “NRA Holder” and collectively, the “NRA Holders”) in exchange for the NRA Holder or NRA Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 4,399,737 Class A ordinary shares sold in the Initial Public Offering in connection with the 2023 Extraordinary Meeting (as defined below). In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of a Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 Class A ordinary shares (the “NRA Forfeited Shares”) and (ii) the Company shall issue to the NRA Holders a number of Class A ordinary shares equal to the NRA Forfeited Shares.

On May 23, 2023, the Company held an extraordinary general meeting of shareholders of the Company (the “2023 Extraordinary Meeting”), at which the Company’s shareholders approved, among other things, an amendment to the Charter to extend the date by which the Company must consummate an initial Business Combination to March 3, 2024, and to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 3, 2024 (the “Extension”). In connection with the vote to approve the Extension, the holders of 18,751,603 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 per share, for an aggregate redemption amount of $197,192,734, in connection with the 2023 Extraordinary Meeting. As a result of the approvals at the 2023 Extraordinary Meeting, the Company deposited into the Trust Account $50,000 per month, or portion thereof, that was needed to complete a Business Combination, for up to an aggregate of $450,000. On June 6, 2023, the first $50,000 was deposited into the Trust Account. On July 3, 2023, August 3, 2023, September 13, 2023, October 11, 2023, November 1, 2023 and December 11, 2023, respectively, the second, third, fourth, fifth, sixth and seventh payments of $50,000 were deposited into the Trust Account. For the information on the subsequent deposits made to the Trust Account, please refer to “Note 10 — Subsequent Events” below.

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On May 23, 2023, the Company ~~held~~issued an ~~extraordinary~~aggregate ~~general meeting~~ of ~~shareholders of the Company (the “2023 Extraordinary Meeting”)~~5, ~~at which the Company’s shareholders approved~~749,999 ~~among~~Class ~~other~~A ~~things,~~ordinary anshares ~~amendment~~ to CEMAC ~~the~~Sponsor ~~Charter~~LP, toupon ~~extend~~ the ~~date~~conversion byof ~~which the Company must consummate~~ an ~~initial~~equal ~~Business~~number ~~Combination~~of toClass ~~March~~B 3,ordinary ~~2024,~~shares ~~and~~held toby CEMAC ~~permit~~Sponsor ~~the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 3, 2024~~ LP (the “~~Extension~~Founder Conversion”). InThe ~~connection with the vote to approve the Extension~~5, ~~the holders of 18~~749,~~751,603~~999 Class A ordinary shares ~~properly~~issued ~~exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 per share, for an aggregate redemption amount of $197,192,734,~~ in connection with the ~~2023~~Founder ~~Extraordinary~~Conversion ~~Meeting.~~are Assubject ato ~~result of~~ the ~~approvals~~same atrestrictions ~~the~~as ~~2023~~applied ~~Extraordinary Meeting, the Company will deposit into the Trust Account $50,000 per month, or portion thereof, that is needed~~ to ~~complete a Business Combination, for up to an aggregate of $450,000. On June 6, 2023,~~ the ~~first~~Class ~~$50,000~~B ~~was~~ordinary ~~deposited~~shares ~~into~~before the ~~Trust~~Founder ~~Account. On July 3~~Conversion, ~~2023~~including, ~~August~~among 3others, ~~2023,~~certain ~~September~~transfer 13restrictions, ~~2023,~~waiver ~~October~~of ~~11,~~redemption ~~2023,~~rights ~~November 1, 2023~~ and ~~December 11, 2023, respectively,~~ the ~~second,~~obligation ~~third,~~to ~~fourth,~~vote ~~fifth,~~in ~~sixth~~favor ~~and seventh payments~~ of ~~$50,000~~an ~~were~~initial ~~deposited~~Business ~~into~~Combination ~~the~~as ~~Trust~~described ~~Account.~~in ~~For~~ the ~~information~~IPO ~~on the subsequent deposits made to the Trust Account, please refer to “Note 10 — Subsequent Events” below~~Prospectus.

On May 23, 2023, the Company issued an aggregate of 5,749,999 Class A ordinary shares to the Sponsor, upon the conversion of an equal number of Class B ordinary shares held by the Sponsor (the “Founder Conversion”). The 5,749,999 Class A ordinary shares issued in connection with the Founder Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Prospectus. Following the Founder Conversion and the redemptions in connection with the Extension, there were 9,998,396 Class A ordinary shares issued and outstanding and one Class B ordinary share issued and outstanding.

Going Concern Consideration

As of ~~December~~September 3130, ~~2023~~2025, the Company had cash of $~~121~~14,~~635~~502 and a working capital deficit of $2161,~~797,741~~390. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company’s management has determined that these liquidity risks, as well as if the Company is unsuccessful in consummating an initial Business Combination within the Combination Period, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s management has determined that the Company does not have funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or the winding up of the Company as stipulated in the Charter. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. ~~The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

Risks and Uncertainties

~~The~~Various ~~Company’s~~social ~~management~~and ispolitical ~~currently~~circumstances ~~evaluating~~in the ~~impact~~United States and around the world (including wars and other forms of conflict, including rising trade tensions between the ~~COVID-19~~United ~~pandemic~~States and ~~has~~China, ~~concluded~~and ~~that~~other ~~while~~uncertainties itregarding isactual ~~reasonably~~and ~~possible~~potential ~~that~~shifts in the ~~virus~~United ~~could~~States ~~have~~and aforeign, ~~negative~~trade, ~~effect~~economic onand other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. This market volatility could adversely affect the Company’s ~~financial~~ability ~~position~~to complete a Business Combination. In response to the conflict between nations, ~~results~~the United States and other countries have imposed sanctions or other restrictive actions against certain countries. Any of ~~its~~the ~~operations~~above factors, including sanctions, export controls, tariffs, trade wars and~~/or~~ ~~search~~other ~~for~~governmental actions, could have a ~~target~~material ~~company,~~adverse effect on the ~~specific~~Company’s ~~impact~~ability isto ~~not~~complete ~~readily~~a ~~determinable~~Business asCombination ofand the ~~date~~value of the ~~balance~~Company’s ~~sheet~~securities.

~~Additionally,~~Management ascontinues ato ~~result~~evaluate of the ~~military~~impact ~~action~~of ~~commenced~~these intypes ~~February~~of ~~2022~~risks byon the ~~Russian~~industry ~~Federation~~ and ~~Belarus~~has inconcluded ~~the~~that ~~country~~while ofit ~~Ukraine~~is ~~and~~reasonably ~~related~~possible ~~economic~~that ~~sanctions,~~these ~~the~~types ~~Company’s ability to consummate a Business Combination, or the operations~~ of arisks ~~target~~could ~~business~~have ~~with which the Company ultimately consummates~~ a ~~Business~~negative ~~Combination,~~effect ~~may~~on ~~be materially and adversely affected. In addition,~~ the Company’s ~~ability~~financial toposition, ~~consummate~~results aof ~~transaction~~its ~~may~~operations ~~be dependent on the ability to raise equity~~ and/or ~~debt~~search ~~financing~~for ~~which may be impacted by these events, including as~~ a ~~result~~target ~~of increased market volatility~~company, ~~or decreased market liquidity in third-party financing being unavailable on terms acceptable to~~ the ~~Company~~specific ~~or at all. The~~ impact ofis ~~this~~not ~~action~~readily ~~and~~determinable ~~related~~as ~~sanctions~~of on the ~~world~~date ~~economy~~of ~~and~~issuance ~~the~~of ~~specific~~these ~~impact~~financial onstatements. ~~the~~These ~~Company’s~~ financial ~~position,~~statements ~~results~~do ofnot ~~operations~~include ~~and/or~~any ~~ability~~adjustments tothat ~~consummate~~might aresult ~~Business~~from ~~Combination~~the ~~are~~outcome ~~not~~of ~~yet~~this ~~determinable~~uncertainty.

Management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully

The accompanying financial statements do not include any adjustments that might result from the outcome of the above uncertainties.

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying ~~unaudited condensed~~ financial statements have been prepared in accordance with ~~accounting principles generally accepted in the United States of America (“~~GAAP”) ~~for interim financial information~~ and inSEC ~~accordance~~rules ~~with the instructions to Form 10-Q~~ and ~~Article 8 of Regulation S-X of the SEC~~regulations.

Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of March 31, 2023 filed with the SEC on Form 10-K on July 14, 2023. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of December 31, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the nine months ended December 31, 2023 are not necessarily indicative of the results to be expected for the full year ending March 31, 2024.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the accompanying financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet.

Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $~~121~~14,~~635~~502 and $901,~~283~~611 as of ~~December~~September 3130, ~~2023~~2025, and March 31, ~~2023~~2025, respectively. ~~The Company had no cash equivalents as of December 31, 2023 and March 31, 2023.~~

13Investments held in Trust Account

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Cash and Investments held in Trust Account

The Company’s portfolio of investments is comprised solely of U.S. Treasury Bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the accompanying balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

At15 ~~December~~Table ~~31,~~of ~~2023 and March 31, 2023, the Company had approximately $46.6 million and $240.4 million in cash and investments held in the Trust Account, respectively.~~Contents

At September 30, 2025, and March 31, 2025, the Company had approximately $2.41 and $2.38 million investments held in the Trust Account, respectively.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs associated with warrant liabilities are expensed as incurred. Offering costs associated with the Units were allocated between temporary equity and the Public Warrants by the relative fair value method. Offering costs of $778,526 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriting commissions of $12,650,000 (or $4,600,000 paid in cash upon the closing of the Initial Public Offering and a deferred fee of $8,050,000), were allocated between temporary equity, the Public Warrants and the Private Placement Warrants in a relative fair value method upon completion of the Initial Public Offering. Of these costs, $778,526 were allocated to the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement (as defined in Note 6) and are charged to the statement of operations.

Class A Ordinary Shares subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480. Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at ~~December~~September 3130, ~~2023~~2025 and March 31, ~~2023~~2025, ~~the 4~~144,~~248,397~~986 ~~and 23,000,000~~ Class A ordinary shares, ~~respectively,~~ subject to possible redemption in the amount of ~~approximately~~ $~~46.6~~2,417,988 ~~million~~ and $~~240.4 million~~2,382,346 respectively, ~~were~~are presented as temporary equity, outside of the shareholders’ deficit section of the accompanying ~~condensed~~ balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. As of ~~December~~September 3130, ~~2023~~2025, the change in the carrying value of redeemable Class A ordinary shares resulted in charges against deficit of approximately $314,503.3 ~~million.~~As ~~For~~of ~~the year ended~~ March 31, ~~2023~~2025, the change in the carrying value of redeemable Class A ordinary shares resulted in charges against ~~additional paid-in capital and accumulated~~ deficit of approximately $5541,411.8 ~~million.~~

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~~Table~~At ofSeptember ~~Contents~~30, 2025 and March 31, 2025, the Class A ordinary shares reflected in the accompanying balance sheets is reconciled in the following table:

At December 31, 2023 and March 31, 2023, the Class A ordinary shares reflected in the accompanying condensed balance sheets is reconciled in the following table:

	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
Plus:
Current period remeasurement of carrying value to redemption value				14,503
Class A ordinary shares subject to possible redemption – September 30, 2025		204,986	$	2,417,988


	Value		Shares
Class A ordinary shares subject to possible redemption – April 1, 2022	$	234,616,409		23,000,000
Remeasurement of carrying value to redemption value		5,825,601		—
Class A ordinary shares subject to possible redemption – March 31, 2023	$	240,442,010		23,000,000
Current period remeasurement of carrying value to redemption value		1,861,142		—
Withdrawal from Trust		(197,192,734)		(18,751,603)
Class A ordinary shares subject to possible redemption – June 30, 2023	$	45,110,418		4,248,397
Current period remeasurement of carrying value to redemption value		738,753		—
Class A ordinary shares subject to possible redemption – September 30, 2023	$	45,849,171		4,248,397
Current period remeasurement of carrying value to redemption value		731,496		—
Class A ordinary shares subject to possible redemption – December 31, 2023	$	46,580,667		4,248,397

Net income/(loss) per share

Net income/(loss) per share is computed by dividing net income/(loss) by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over-allotment and (iii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 23,200,000 Class A ordinary shares in the aggregate.

~~Net~~17 ~~income~~Table ~~per~~of ~~share~~Contents

~~Net~~The ~~income~~following ~~per~~table ~~share~~reflects ~~is computed by dividing net income by~~ the ~~weighted~~calculation ~~average number~~ of ~~ordinary~~basic ~~shares outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings~~ and ~~losses are shared pro rata between the two classes of shares. The calculation of~~ diluted net income/(loss) per ordinary share ~~does not consider the effect of the warrants issued~~ (in ~~connection with the (i) Initial Public Offering~~dollars, ~~(ii)~~except ~~exercise of over-allotment and (iii) Private Placement, since their inclusion would be anti-dilutive under the two-class method. As a result, diluted earnings~~ per ~~ordinary~~ share ~~is the same as basic earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 23,200,000 Class A ordinary shares in the aggregate.~~amounts):

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except for the share amounts):

	3 Month Ended September 30, 2025
	Class A subject to possible redemption		Class A Perm		Class B
Allocation of net loss		3,721		104,382		-
Basic and diluted weighted average shares outstanding		204,986		5,749,999		1
Basic and diluted net loss per share	$	0.02	$	0.02		-


	3 Month Ended September 30, 2024
	Three Months Ended		Three Months Ended
	Class A subject to possible redemption			Class APerm		Class B
	December 31,		December 31,
Allocation of net income		63,075			299,309		-
	2023		2022
Basic and diluted weighted average shares outstanding		1,211,731			5,749,999		1
Redeemable Class A ordinary share
Basic and diluted net income per share	$	0.05		$	0.05	$	0.00
Numerator: Income allocable to redeemable Class A ordinary share	$	295,573	$	2,662,406
Denominator: Basic and diluted weighted average shares outstanding		4,248,397		23,000,000
Basic and diluted net income per share, redeemable Class A ordinary share	$	0.07	$	0.12
Non-redeemable Class A ordinary share
Numerator: Income allocable to non-redeemable Class A ordinary share	$	400,044	$	—
Denominator: Basic and diluted weighted average shares outstanding		5,749,999		—
Basic and diluted net income per share, non-redeemable Class A ordinary share	$	0.07	$	—
Class B ordinary share
Numerator: Income allocable to Class B ordinary share	$	—	$	665,602
Denominator: Basic and diluted weighted average shares outstanding		1		5,750,000
Basic and diluted net income per share, Class B ordinary share	$	0.07	$	0.12

	6 Month Ended September 30, 2025
	Class A subject to possible redemption		Class A Perm		Class B
Allocation of net loss		34,600		970,548		-
Basic and diluted weighted average shares outstanding		204,986		5,749,999		1
Basic and diluted net loss per share	$	0.17	$	0.17		-

	6 Month Ended September 30, 2024
	Class A subject to possible redemption		Class A Perm		Class B
Allocation of net income		140,811		668,189		-
Basic and diluted weighted average shares outstanding		1,211,731		5,749,999		1
Basic and diluted net income per share	$	0.12	$	0.12	$	0.00

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	Nine Months Ended		Nine Months Ended
	December 31,		December 31,
	2023		2022
Redeemable Class A ordinary share
Numerator: Income allocable to redeemable Class A ordinary share	$	1,634,093	$	4,367,434
Denominator: Basic and diluted weighted average shares outstanding		7,862,342		23,000,000
Basic and diluted net income per share, redeemable Class A ordinary share	$	0.21	$	0.19
Non-redeemable Class A ordinary share
Numerator: Income allocable to non-redeemable Class A ordinary share	$	964,746	$	—
Denominator: Basic and diluted weighted average shares outstanding		4,641,817		—
Basic and diluted net income per share, non-redeemable Class A ordinary share	$	0.21	$	—
Class B ordinary share
Numerator: Income allocable to Class B ordinary share	$	230,322	$	1,091,858
Denominator: Basic and diluted weighted average shares outstanding		1,108,183		5,750,000
Basic and diluted net income per share, Class B ordinary share	$	0.21	$	0.19

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~December~~September 3130, ~~2023~~2025 and March 31, ~~2023~~202. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the accompanying ~~condensed~~ balance sheets.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.

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Fair Value of Financial Instruments

“Fair value” is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●· “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.

● “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.

See Note 9 for additional information regarding liabilities measured at fair value.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (December 3, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the accompanying ~~condensed~~ balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement are each a derivative instrument. As the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement meet the definition of a derivative, the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement are measured at fair value at issuance and at each reporting date in accordance with ASC Topic 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change.

Warrant Instruments

The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, whereby under that provision, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value at issuance was calculated using a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Due to the terms within the warrant agreement, as of March 31, 2022 and for all periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price will be used to calculate the fair value of the Private Placement Warrants as of each relevant reporting date. Upon issuance of the Private Placement Warrants, the Company recorded a charge of $1,532,700 for the excess fair value of Private Placement Warrant liabilities over the proceeds received.

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Recent Accounting Standards

In August 2020, the FASB issued ASU Topic 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments, and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, it would have on its financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000. Each Unit consists of one Public Share and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (as described in Note 8).

On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise in full of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.

As a result of the ~~closing~~close of the Initial Public Offering and the full exercise of the over-allotment option, the Company sold a total of 23,000,000 Units generating gross proceeds of $230,000,000.

NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement and sold an aggregate of 10,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $10,500,000.

On December 3, 2021, the underwriters exercised their over-allotment option in full. In connection with the full exercise of the over-allotment option, the Sponsor purchased an additional 1,200,000 Private Placement Warrants at a purchase price of $1.00 per warrant for total gross proceeds of $1,200,000. As a result of the closing of the Initial Public Offering and the full exercise of the over-allotment option, the Company sold a total of 11,700,000 Private Placement Warrants generating gross proceeds of $11,700,000.

A portion of the proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. IfThe ~~the Company does not complete a Business Combination within the Combination Period, the~~ proceeds from the Private Placement held in the Trust Account ~~will~~were besubject ~~used~~ to ~~fund~~ the same redemption ofprovisions ~~the~~as ~~Public Shares (subject to~~ the ~~requirements~~proceeds offrom ~~applicable law) and~~ the ~~Private~~Initial ~~Placement~~Public ~~Warrants will be worthless~~Offering.

~~The~~20 ~~Private~~Table ~~Placement Warrants (including the Class A ordinary shares issuable upon exercise~~ of ~~the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial Business Combination, subject to certain exceptions.~~Contents

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) were subject to transfer restrictions prior to their cancellation, including limitations on transferability until 30 days after the completion of an initial Business Combination, subject to certain exceptions

18In connection with the transition of control to Valleypark, the Prior Sponsors agreed to cancel and forfeit all outstanding Private Placement Warrants held by them. As a result, the Private Placement Warrants were cancelled and were no longer outstanding as of the end of the period. The cancellation of the Private Placement Warrants was accounted for as a capital contribution and resulted in the elimination of the related warrant liability from the Company’s balance sheet.

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NOTE 5 — RELATED PARTIES

Founder Shares

On May 12, 2021, CEMAC ~~the~~ Sponsor LP received 5,750,000 of the Class B ordinary shares (the “Founder Shares”) in exchange for cash of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Due to the full exercise of the over-allotment option by the underwriters, these 750,000 shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property.

On May 23, 2023, the Company issued an aggregate of 5,749,999 Class A ordinary shares to the Sponsor, upon the conversion of an equal number of Class B ordinary shares held by the Sponsor. The 5,749,999 Class A ordinary shares issued in connection with the Founder Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Prospectus. Following the Founder Conversion and the redemptions in connection with the Extension, there were 9,998,396 Class A ordinary shares issued and outstanding and one Class B ordinary share issued and outstanding.

~~General~~Due ~~and~~from ~~Administrative~~Prior ~~Services~~Sponsors

~~Commencing~~The onPrior ~~the~~Sponsors ~~date~~paid ~~the~~certain ~~Units~~offering ~~were~~costs ~~first~~and ~~listed~~operating costs on ~~the~~behalf ~~Nasdaq~~of ~~Stock Market,~~ the Company. ~~has~~These ~~agreed~~advances towere ~~pay~~due anon ~~affiliate~~demand ofand ~~the~~are ~~Sponsor~~non-interest abearing. ~~total~~As of ~~$20~~September 30,~~000~~ ~~per~~2025 ~~month~~and ~~for~~March ~~office~~31, ~~space~~2025, ~~utilities~~the ~~and~~Prior ~~secretarial~~Sponsors and their ~~administrative~~affiliates ~~support.~~had ~~Upon~~paid ~~completion~~operating ofand ~~the~~formation ~~initial~~costs ~~Business~~of ~~Combination~~$47,560 and or$0, ~~the~~respectively, ~~Company’s~~on ~~liquidation,~~behalf of the Company. ~~will~~These ~~cease~~amounts ~~paying~~were ~~these~~initially ~~monthly~~recorded ~~fees.~~as ~~During~~liabilities owed to the ~~three~~Prior Sponsors and ~~nine~~included ~~months~~in ~~ended~~“Due ~~December~~to ~~31,~~Related ~~2023~~Party” ~~and~~on ~~2022~~the balance sheets. However, in connection with the ~~Company~~transfer ~~incurred~~of ~~$60~~control to Valleypark on July 11,~~000~~ 2025, certain outstanding liabilities were assumed by the Original Sponsor and ~~$180~~subsequently discharged. As a result,~~000~~ no amounts remained payable to the Prior Sponsors as of ~~expenses~~September 30, ~~respectively~~2025. ~~The~~ ~~outstanding~~As ~~balance~~of ~~was~~that ~~$200~~date,~~000~~ ~~and~~Valleypark ~~$20,000~~had atpaid ~~December~~operating ~~31,~~and ~~2023~~formation ~~and~~costs ~~March~~of 31$64, ~~2023~~056, ~~respectively~~which remained outstanding.

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Promissory Note — Related Party

On May 12, 2021, the Company issued an unsecured promissory note to the ~~Sponsor~~Prior Sponsors (the “IPO Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The IPO Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Initial Public Offering. During the period from inception to December 3, 2021, the Company borrowed $280,000 pursuant to the IPO Promissory Note. Such borrowings were repaid in full at the closing of the Initial Public Offering on December 3, 2021. No additional borrowings are allowed under the Promissory Note.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The Working Capital Loans may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On February 1, 2023, athe ~~loan~~Company ~~agreement was~~ entered into the Loan Agreement, dated February 1, 2023, by and between the Company and the Sponsor with respect to the Working Capital Loan the Sponsor made to the Company of up to $1,500,000 (the “WCL Agreement”),. ~~pursuant~~As toof ~~which~~September 30, 2025, the ~~Sponsor~~Company ~~agreed~~had tono ~~provide~~outstanding liability under the Working Capital Loan, ofas upthe tooutstanding ~~$1,500,000~~balance towas waived and forgiven by the ~~Company.~~former sponsor in connection with the sponsor transition.

As of December 31, 2023 and March 31, 2023, the Company had borrowed $1,360,000 and $800,000, respectively. At December 31, 2023, $140,000 was available under the WCL Agreement.

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Extension Loan

The Company initially had 15 months from the closing of the Initial Public Offering to consummate an initial Business Combination, with an automatic three-month extension if it has signed a definitive agreement with respect to an initial Business Combination within such 15-month period (an “Automatic Extension”).

If the Company anticipated that it would not be able to consummate its initial Business Combination within the initial 15 months and was not entitled to an Automatic Extension, it may, by resolution of the Board if requested by ~~the~~ CEMAC Sponsor LP, extend the period of time to consummate a Business Combination by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to ~~the~~CEMAC Sponsor LP depositing additional funds into the Trust Account (a “Paid Extension”). In connection with an Automatic Extension or a Paid Extension as described above, Public Shareholders would not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of the Charter and the trust agreement entered into between the Company and Continental, as amended, in order to extend the time available for the Company to consummate its initial Business Combination in connection with a Paid Extension, ~~the~~ CEMAC Sponsor LP or its affiliates or designees, upon ten days’ advance notice prior to the deadline, would have to deposit into the Trust Account $2,300,000 on or prior to the date of the deadline. Any such payments would be made in the form of a loan (an “Extension Loan”). Any such Extension Loan would be non-interest bearing and payable upon the consummation of the Business Combination. If the Company completes its initial Business Combination, it would, at the option of ~~the~~CEMAC Sponsor LP, repay such loaned amounts out of the proceeds of the Trust Account released to it or convert a portion or all of the total Extension Loan amount into warrants at a price of $1.00 per warrant, which warrants would be identical to the Private Placement Warrants. If the Company does not complete a Business Combination, it would not repay such Extension Loans. Furthermore, the letter agreement with the Company’s initial shareholders contains a provision pursuant to which ~~the~~CEMAC Sponsor LP has agreed to waive its right to be repaid for such Extensions Loan out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. ~~The~~CEMAC Sponsor LP and its affiliates or designees were not obligated to make any Extension Loan.

Upon the execution of the Lexasure Business Combination Agreement, the Company received an Automatic Extension of the time it had to consummate aan initial Business Combination until June 3, 2023 and a Paid Extension was not needed.

On22 ~~May~~Table ~~23,~~of 2023, the Company held the 2023 Extraordinary Meeting, at which the Company’s shareholders approved, among other things, an amendment to the Charter to extend the date by which the Company must consummate an initial Business Combination to March 3, 2024, and to permit the Board, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 3, 2024. Contents

Lexasure Loans

Pursuant to the First Financials Side Letter, Lexasure agreed to loan the Company reasonable amounts that the Company is obligated to deposit into the Trust Account in connection with the Extension and related expenses such as the filing of an additional Quarterly Report on Form 10-Q, up to a maximum of $600,000 (in the event that the PCAOB audited financial statements of Lexasure and its subsidiaries are not delivered on or before May 1, 2023 and/or the PCAOB reviewed quarterly financial statements of Lexasure and its subsidiaries are not delivered on or before May 7, 2023. This First Lexasure Loan is unsecured and interest free. In connection with the First Lexasure Loan, at the closing of the Lexasure Business Combination or an Alternative Closing, the Sponsor ~~has~~had agreed to transfer a number of ordinary shares to Lexasure or its designee equal to (x) the amount of the First Lexasure Loan that is used by the Company and not returned to Lexasure at or prior to the closing of the Lexasure Business Combination or Alternative Closing (less any amounts applied pursuant to the termination fee provision of the Lexasure Business Combination Agreement), divided by (y) $10.00 per share. The Company ~~will~~would repay the First Lexasure Loan amount directly to Lexasure at the closing of the Lexasure Business Combination, and in the event of the termination of the Lexasure Business Combination Agreement for any reason, the First Lexasure Loan ~~shall~~was be cancelled and no amounts shall be owed by the Company, provided that any amounts advanced by Lexasure pursuant to the First Financials Side Letter ~~shall~~would reduce the amounts payable by Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreement.

20Pursuant to the Second Financials Side Letter, the Company has agreed to forbear from enforcing its rights to terminate the Lexasure Business Combination Agreement pursuant to certain termination provisions thereunder, until either December 15, 2023, or December 31, 2023, depending on whether it relates to the PCAOB audited company financials or the PCAOB reviewed quarterly company financials, respectively. In exchange for this forbearance, Lexasure has agreed to loan to the Company reasonable amounts that the Company is obligated to deposit into the Trust Account in connection with extensions and related expenses such as the filing of an additional Quarterly Report on Form 10-Q and the renewal of the Company’s D&O insurance, up to a maximum of $400,000. This Second Lexasure Loan was unsecured and interest free. In connection with the Second Lexasure Loan, the Sponsor had agreed to transfer a number of Class B ordinary shares to Lexasure or its designee, equal to the amount not returned to Lexasure from the escrow divided by $10.00 per share regardless of whether the closing of the Lexasure Business Combination occurs. The Company would have repaid the Second Lexasure Loan directly to Lexasure at the closing of the Lexasure Business Combination. In the event of the termination of the Lexasure Business Combination Agreement for any reason, the Second Lexasure Loan was cancelled and no amounts were owed by the Company, provided that any amounts advanced by Lexasure pursuant to the Second Financials Side Letter shall reduce the amounts payable by Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreement.

~~Table~~The ofLexasure ~~Contents~~Business Combination Agreement was terminated, and accordingly, the First Lexasure Loan and Second Lexasure Loan were cancelled and no amounts are outstanding or available to be drawn thereunder

Pursuant to the Second Financials Side Letter, the Company has agreed to forbear from enforcing its rights to terminate the Lexasure Business Combination Agreement pursuant to certain termination provisions thereunder, until either December 15, 2023, or December 31, 2023, depending on whether it relates to the PCAOB audited company financials or the PCAOB reviewed quarterly company financials, respectively. In exchange for this forbearance, Lexasure has agreed to loan to the Company reasonable amounts that the Company is obligated to deposit into the Trust Account in connection with extensions and related expenses such as the filing of an additional Quarterly Report on Form 10-Q and the renewal of the Company’s D&O insurance, up to a maximum of $400,000. This Second Lexasure Loan is unsecured and interest free. In connection with the Second Lexasure Loan, the Sponsor agreed to transfer a number of Class B ordinary shares to Lexasure or its designee, equal to the amount not returned to Lexasure from the escrow divided by $10.00 per share regardless of whether the closing of the Lexasure Business Combination occurs. The Company agreed to repay the Second Lexasure Loan directly to Lexasure at the closing of the Lexasure Business Combination. In the event of the termination of the Lexasure Business Combination Agreement for any reason, the Second Lexasure Loan shall be cancelled and no amounts shall be owed by the Company, provided that any amounts advanced by Lexasure pursuant to the Second Financials Side Letter shall reduce the amounts payable by Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreement.

As of December 31, 2023, the Company had borrowed $710,440 under the First Lexasure Loan and Second Lexasure Loan, which was disclosed on the accompanying condensed balance sheet under the “Loan Arrangement” item.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or Extension Loan (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans or Extension Loan and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the full exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.

~~The~~In ~~underwriters~~connection ~~were~~with ~~paid~~the asponsor ~~cash~~change ~~underwriting discount of $0.20 per Unit~~transaction, ~~or $4,600,000, upon~~ the ~~closing~~Company ofreceived ~~the~~waivers ~~Initial~~from ~~Public Offering. In addition,~~ the underwriters ~~are~~of ~~entitled~~the todeferred aunderwriting ~~deferred~~fees ~~fee~~and ofrelated $0rights.35 ~~per Unit~~Accordingly, orno ~~$8,050,000. The~~ deferred ~~fee~~underwriting ~~will~~fees ~~become~~remain payable ~~to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement~~.

Forward Purchase Agreement

The Company entered into a Forward Purchase Agreement, as amended (the “Forward Purchase Agreement”) with Camber Base, LLC (“Camber”) pursuant to which Camber, or any of its subsidiaries or affiliates, may, at the sole written election of Camber, purchase up to $20.0 million units (the “Forward Purchase Units”), for $10.00 per Forward Purchase Unit, in a private placement that ~~will~~would ~~close~~have closed substantially concurrently with the closing of the Business Combination. One Forward Purchase Unit consists of one Class A ordinary share, at $11.50 per share, subject to adjustment, and one-half of one warrant to purchase Class A Ordinary Shares (a “Forward Purchase Warrant”).

21In connection with the sponsor change transaction, the Forward Purchase Agreement was terminated, and neither party has any further obligations thereunder.

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The Forward Purchase Warrants will have the same terms as the Public Warrants, and the Forward Purchase Shares will be identical to the Public Shares, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights.

Camber’s commitment to purchase securities pursuant to the Forward Purchase Agreement is intended to provide the Company with a minimum funding level for a Business Combination. The proceeds from the sale of the Forward Purchase Securities may be used as part of the consideration to be paid to the sellers in a Business Combination, pay for expenses incurred in connection with a Business Combination or for working capital in the post-transaction company. Subject to the conditions in the Forward Purchase Agreement, the purchase of the Forward Purchase Securities will be a binding obligation of Camber, regardless of whether any Class A ordinary shares are redeemed by the public shareholders in connection with a Business Combination.

Vendor Agreements

As of ~~December~~September 3130, ~~2023~~2025, the Company had incurred unpaid legal fees of $~~512~~2,~~704~~962 which are included in ~~accounts payable and~~ accrued expenses ~~and accrued offering costs~~ on the accompanying ~~condensed~~ balance sheets. ~~These fees are deferred until completion of an initial Business Combination.~~

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Consulting Agreements

On November 27, 2022, the Company entered into an agreement ~~(the “2022 Consulting Agreement”)~~ with a transactional and strategic advisory firm (the “First Strategic Advisor”) for advisory services in connection with a potential Business Combination. Pursuant to ~~the~~this ~~2022 Consulting Agreement~~agreement, if the Company ~~consummates~~would ahave ~~Business~~been ~~Combination,~~required ~~the~~to ~~Company shall~~ pay ~~the~~certain ~~First~~fees ~~Strategic~~upon ~~Advisor, at~~ the consummation of ~~the Business Combination,~~ a cash fee (the “Capital Markets Advisory Fee”) in the amount equal to (i) $1,500,000 plus (ii) an incremental advisory fee (an “Incremental Advisory Fee”) based on the value of the proceeds held in the Trust Account immediately prior to the closing of the Business Combination ~~(the “Trust Proceeds”)~~. If the Trust Proceeds are: (i) greater than $58,650,000 but less than or equal to $117,300,000, the Company will pay the First Strategic Advisor an Incremental Advisory Fee of $250,000; (ii) greater than $117,300,000 but less than or equal to $175,950,000, the Company will pay the First Strategic Advisor an Incremental Advisory Fee of $1,000,000; or (iii) greater than $175,950,000, the Company will pay the First Strategic Advisor an Incremental Advisory Fee of $2,500,000. The Capital Markets Advisory Fee shall be due and payable to the First Strategic Advisor by the Company at the consummation of the Business Combination. If the Business Combination does not occur or is abandoned, the First Strategic Advisor will not be entitled to the Capital Markets Advisory Fee. The Company will also reimburse the First Strategic Advisor for all reasonable documented out-of-pocket expenses incurred in connection with the 2022 Consulting Agreement, provided that such expenses will not exceed $25,000 in the aggregate without the prior written approval of the Company.

OnIn ~~August~~connection 3,with ~~2023,~~ the ~~Company,~~sponsor ~~the~~change ~~First Strategic Advisor~~transaction, ~~Sponsor, Roberta Brzezinski, and Herman Kotze entered into an amendment to~~ the ~~2022~~consulting ~~Consulting~~agreement ~~Agreement.~~with ~~This amendment, among other things, revised~~ the ~~terms of the Capital Markets Advisory Fee under the 2022 Consulting Agreement. Pursuant to the amendment, (i) if the Trust Proceeds are equal to or greater than $4 million, the Company will pay the~~ First Strategic Advisor awas ~~Capital Markets Advisory Fee of $500~~terminated,~~000~~ in cash, plus shares of common stock of the public company entity that survives the Business Combination which stock is listed on the New York Stock Exchange or Nasdaq Global Market (the “Stock”), equal to $500,000 and ~~(ii)~~no ifamounts ~~the Trust Proceeds~~ are less than $4 million, the Company will pay the First Strategic Advisor a Capital Markets Advisory Fee in Stock equal to $1,000,000. The number of shares of Stock owed to the First Strategic Advisor shall be calculated by dividing (x) the total value of the Stock payable by (y) the VWAP of the Stock over the five (5) trading days immediately preceding the date of the initial filing of the registration statement registering the Stock of the public company entity that survives the Business Combination, provided that clause (y) shall not be less than $4thereunder.00. The Capital Markets Advisory Fee shall be due and payable to the First Strategic Advisor by the Company at the consummation of the Business Combination. If the Business Combination does not occur or is abandoned, the First Strategic Advisor will not be entitled to the Capital Markets Advisory Fee. This amendment also provides for certain registration rights for the Stock issuable to the First Strategic Advisor.

On February 1, 2023, the Company ~~and Sponsor~~ entered into a separate agreement with another transactional and strategic advisory firm (the “Second Strategic Advisor”) to provide consulting, advisory and related services in connection with a potential Business Combination. Upon consummation of a Business Combination, the Second Strategic Advisor will purchase from the Sponsor 250,000 Class B ordinary shares (together with any securities into which such Class B ordinary shares convert and any equity securities the Company or any other entity issues in exchange for such shares in the applicable Business Combination),at a purchase price of $0.04 per share or $10,000 in aggregate.

In connection with the sponsor change transaction, the consulting agreement with the Second Strategic Advisor was terminated, and no shares were issued or are issuable pursuant to the agreement.

22Non-Redemption Agreements

~~Table~~The ofCompany ~~Contents~~initially had until March 3, 2023 to consummate a Business Combination, with an automatic three-month extension if the Company signed a definitive agreement with respect to the Business Combination within such 15-month period, as described in the final prospectus for the Initial Public Offering, filed pursuant to Rule 424(b)(4) with the SEC on December 2, 2021 (File No. 333-260513) (the “IPO Prospectus”).

~~Non~~In February 2023, prior to signing the Lexausre Business Combination Agreement, the Company prepared to hold an extraordinary general meeting of shareholders to, among other things, seek an extension of the time it had to consummate a Business Combination (the “March 2023 Meeting”). On February 27, 2023, in connection with the March 2023 Meeting, the Company and the Sponsor, entered into non-redemption agreements (the “Terminated Non-Redemption Agreements”) with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem up to an aggregate of 1,600,000 Class A ordinary shares of the Company sold in its Initial Public Offering (“Non-Redeemed Shares”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor, as consideration for entering into the Terminated Non-Redemption Agreements, transferred to such third parties an aggregate of 28,000 Class B ordinary shares, which will be retained by such parties under all circumstances.

Upon the execution of the Lexasure Business Combination Agreement, the Company received the automatic three-month extension of the time to consummate the Business Combination until June 3, 2023. Consequently, the March 2023 Meeting was postponed indefinitely and the Terminated Non-Redemption Agreements automatically terminated per the terms of such agreements.

On May 18, 2023 and May 22, 2023, the Company entered into non-redemption agreements with the NRA Holders in exchange for the NRA Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 4,399,737 Class A ordinary shares sold in the Initial Public Offering in connection with the 2023 Extraordinary Meeting. In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of a Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 NRA Forfeited Shares and (ii) the Company shall issue to the NRA Holders a number of Class A ordinary shares equal to the NRA Forfeited Shares.

The Lexasure Business Combination Agreement was terminated, and no Business Combination was consummated. Accordingly, the forfeiture and issuance provisions described above were not triggered, and no shares were surrendered, forfeited or issued pursuant to these non-redemption agreements.

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NOTE 7 — SHAREHOLDERS’ DEFICIT

Preference Shares

The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board. As of ~~December~~September 3130, ~~2023~~2025 and March 31, ~~2023~~2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share (the “Class A ordinary shares”). Holders of Class A ordinary shares are entitled to one vote for each share. As of ~~December~~September 3130, ~~2023~~2025 and March 31, ~~2023~~2025, there were 5,749,999 ~~and no~~ Class A ordinary shares issued or outstanding, excluding 4204,~~248,397~~986 ~~and 23,000,000, respectively,~~ Class A ordinary shares subject to redemption. Asas of ~~December~~September 3130, ~~2023~~2025 and March 31, ~~2023,~~2025 ~~there were 4,248,397 and 23,000,000 Class A ordinary shares,~~ respectively~~, that were classified as temporary equity in the accompanying condensed balance sheets~~.

On May 23, 2023, the Company held the 2023 Extraordinary Meeting, at which the Company's shareholders approved, among other things, an amendment to the Charter to extend the date by which the Company must consummate an initial Business Combination to March 3, 2024, and to permit the Board, in its sole discretion, to elect to wind up the Company's operations on an earlier date than March 3, 2024. In connection with the vote to approve the Extension, the holders of 18,751,603 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 per share, for an aggregate redemption amount of $197,192,734. As a result of the approvals at the 2023 Extraordinary Meeting, the Company will deposit into the Trust Account $50,000 per month, or portion thereof, that is needed to complete a Business Combination, for up to an aggregate of $450,000. On June 6, 2023, the first $50,000 was deposited into the Trust Account. On July 3, 2023, August 3, 2023, September 13, 2023, October 11, 2023, November 1, 2023 and December 11, 2023, respectively, the second, third, fourth, fifth, sixth and seventh payments of $50,000 were deposited into the Trust Account.

On May 23, 2023, the Company issued an aggregate of 5,749,999 Class A ordinary shares to the Sponsor upon the Founder Conversion. The 5,749,999 Class A ordinary shares issued in connection with the Founder Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Prospectus. Following the Founder Conversion and the redemptions in connection with the Extension, there were 9,998,396 Class A ordinary shares issued and outstanding and one Class B ordinary share issued and outstanding.

On February 29, 2024, the Company held another extraordinary general meeting at which its shareholders approved the proposal to further extend the date by which the Company must consummate a business combination to March 3, 2025 (the “Second Extension”). In connection with the Second Extension, shareholders holding 3,036,666 Class A ordinary shares exercised their right to redeem such shares at a redemption price of approximately $11.07 per share, resulting in a withdrawal of approximately $33,616,850 from the Trust Account.

On February 28, 2025, the Company held an extraordinary general meeting at which its shareholders approved an additional extension of the date by which the Company must consummate a business combination to March 3, 2026 (the “Third Extension”). In connection with the Third Extension, shareholders holding 1,066,745 Class A ordinary shares exercised their right to redeem such shares. The aggregate redemption amount withdrawn from the Trust Account was approximately $11,642,099, based on a redemption price of approximately $10.91 per share.

Following these redemptions, a total of 144,986 Class A ordinary shares remained outstanding as of September 30, 2025. These remaining public shares were ultimately redeemed in August 2025, when the Trust Account was fully depleted pursuant to a wire transfer to Continental Stock Transfer & Trust Company in connection with the final liquidation of the Trust.

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Class B Ordinary Shares

The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share (the “Class B ordinary shares”, together with the Class A ordinary shares, the “ordinary shares”). Holders of Class B ordinary shares are entitled to one vote for each share. ~~On May 23, 2023, the Company converted 5,749,999 Class B ordinary shares to Class A ordinary shares.~~ As of ~~December~~September 3130, ~~2023~~2025 and March 31, ~~2023~~2025, there were ~~one~~1 ~~and 5,750,000~~ Class B ordinary ~~share(s),~~shares ~~respectively,~~ issued and outstanding.

23Only holders of the Class B ordinary shares have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, including holders of Class A ordinary shares and holders of Class B ordinary shares, will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. In connection with its initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.

~~Table~~The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of ~~Contents~~a Business Combination (or earlier at the option of the holders thereof), on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all the Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.

Only holders of the Class B ordinary shares have the right to vote on the election of directors prior to the Business Combination. Holders of ordinary shares, including holders of Class A ordinary shares and holders of Class B ordinary shares, will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as otherwise required by law. In connection with its initial Business Combination, the Company may enter into a shareholder’s agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination (or earlier at the option of the holders thereof), on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all the Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of Class A ordinary shares redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.

NOTE 8 — WARRANTS LIABILITIES

Public Warrants may only be exercised for a whole number of shares. No fractional warrants were issued upon separation of the Units and only whole warrants trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 30 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, following the closing of a Business Combination, with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares effective until the warrants expire or are redeemed in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary share is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

●· 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.

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● 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.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●· 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.

● 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 share) as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

25The Company accounts for the 11,500,000 Public Warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. At the time of the Initial Public Offering, both the Public Warrants and the 11,700,000 Private Placement Warrants did not meet the criteria for equity classification and were recorded as derivative liabilities under ASC 815-40.

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The Company accounts for the 23,200,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants are allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants are reclassified as of the date of the event that causes the reclassification.

Upon issuance of the derivative warrants, the Company recorded a derivative liability of $26,239,200 on the balance sheets. The proceeds received from the sale of the Private Placement Warrants exceeded the fair value of the Private Placement Warrants, and the Company recorded a charge of $1,532,700 to the statement of operations.

In connection with the transition of control to Valleypark, the Company’s Prior Sponsors agreed to cancel and forfeit all outstanding Private Placement Warrants held by them. As a result, the Private Placement Warrants were cancelled and were no longer outstanding as of the end of the period. The cancellation of the Private Placement Warrants resulted in the elimination of the related warrant liability and was accounted for as a capital contribution. Following the cancellation, only the Public Warrants remain outstanding and subject to remeasurement at fair value.

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NOTE 9 — FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value as of ~~December 31~~September 30, ~~2023~~2025 and March 31, ~~2023~~2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		September 30, 2025		March 31, 2025
Assets:
Investments held in Trust Account		1	$	2,417,988	$	2,382,346
Liabilities:
Warrant liability – Private Placement Warrants		2	$	-	$	27,449
Warrant liability – Public Warrants		1		585,000	$	16,307


		December 31,		March 31,
Description	Level	2023		2023
Assets:
Investments held in Trust Account	1	$	—	$	240,442,010
Liabilities:
Warrant liability – Private Placement Warrants	2	$	236,910	$	966,420
Warrant liability – Public Warrants	1		229,410		949,900
Forward Purchase Agreement liability	2		1,207,099		864,223

The Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the accompanying balance sheets. The warrant liabilities and Forward Purchase Agreement liability are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statement of operations.

The Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the accompanying condensed balance sheets. The warrant liabilities and Forward Purchase Agreement liability are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations.

Upon initial issuance, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants and the Forward Purchase Agreement liability. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, (iii) the sale of the Forward Purchase Agreement and (iv) the issuance of Class B ordinary shares, first to the warrants and the Forward Purchase Agreement based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A ordinary shares subject to possible redemption (temporary equity) and Class B ordinary shares (permanent equity) based on their relative fair values at the initial measurement date. Upon initial issuance, the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

26The warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Monte Carlo Simulation which at initial issuance was a Level 3 measurement. As of September 30, 2025 and March 31, 2025, the Public Warrants were valued using the instrument’s trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. At initial measurement, the Private Placement Warrants were valued using a Modified Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants was the expected volatility of the ordinary shares. Due to the attributes of the Private Placement Warrants, at September 30, 2025 and March 31, 2025, the Private Placement Warrants were valued using the Public Warrants trading price and considered to be a Level 2 fair value measurement.

~~Table~~Through June 30, 2025, both the Public Warrants and the Private Placement Warrants remained outstanding and were subject to remeasurement at fair value. In connection with the transition to a new sponsor subsequent to June 30, 2025, the Company’s former sponsor cancelled and forfeited all 11,700,000 Private Placement Warrants. As a result, the related Private Placement Warrant liability was eliminated and accounted for as a capital contribution. As of ~~Contents~~September 30, 2025, only the 11,500,000 Public Warrants remain outstanding and continue to be classified as derivative liabilities subject to remeasurement at fair value at each reporting date.

~~The warrants are measured at fair value on a recurring basis. The Public Warrants were initially valued using a Monte Carlo Simulation which at initial issuance was a Level 3 measurement.~~ As of ~~December 31~~September 30, ~~2023~~2025 and March 31, ~~2023~~2025, the ~~Public~~warrant ~~Warrants~~derivative ~~were~~liability valued using the instrument’s trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. At initial measurement, the Private Placement Warrants were valued using a Modified Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants was ~~the expected volatility of the ordinary shares. Due to the attributes of the Private Placement Warrants~~$585,000 ~~at December 31, 2023~~ and ~~March 31~~$43,756 ~~2023, the Private Placement Warrants were valued using the Public Warrants trading price and considered to be a Level 2 fair value measurement~~respectively.

As29 ofTable December 31, 2023 and March 31, 2023, the warrant derivative liability was $466,320 and $1,916,320, respectively. In addition, for the three and nine months ended December 31, 2023, the Company recorded $201,840 and $1,450,000, respectively, as a gain on the change in fair value of ~~the derivative warrants on the statements of operations.~~Contents

The Forward Purchase Agreement is measured at fair value on a recurring basis. At initial measurement, the Forward Purchase Agreement was valued using a Modified Black-Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Forward Purchase Agreement was the expected volatility of the ordinary shares. Due to the attributes of the Forward Purchase Agreement, at December 31, 2023 and March 31, 2023, the Forward Purchase Agreement was valued using the Public Warrants publicly listed trading price and considered to be a Level 2 fair value measurement.

As of December 31, 2023 and March 31, 2023, the Forward Purchase Agreement liability was $1,207,099 and $864,223, respectively. In addition, for the three and nine months ended December 31, 2023, the Company recorded a gain of $242,703 and a loss of $342,876, on the change in fair value on the statements of operations, respectively.

The key inputs into the discount model for the Forward Purchase Agreement were as follows:


	December 31,		March 31,
	2023		2023
Risk-free interest rate	4.97	%	4.69	%
Expected life of Forward Purchase Agreement	0.68	years	0.17	years
Dividend yield	0	%	0	%
Probability of business combination	50	%	70.0	%

NOTE 10 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events ~~and~~through ~~transactions that occurred after~~ the ~~condensed balance sheet~~ date upthese ~~to the date that the~~ financial statements were ~~issued.~~available ~~Based~~to ~~upon~~be ~~this~~issued ~~review,~~and ~~the~~determined ~~Company~~that ~~did~~no ~~not identify any~~ subsequent events, ~~other~~occurred ~~than~~after ~~those~~September ~~disclosed below~~30, 2025 that would ~~have~~require ~~required~~ adjustment to, or disclosure in, the accompanying financial statements.

~~On January 18, 2024 and February 6, 2024, the eighth and ninth extension payments of $50,000 were deposited into the Trust Account, respectively~~.

On30 ~~February~~Table ~~16, 2024, the Company filed a Definitive Proxy Statement on Schedule 14A with the SEC for its extraordinary meeting in lieu~~ of an annual general meeting of shareholders, in connection with, among other things, a proposal to amend the Charter to further extend the date by which the Company must consummate an initial Business Combination to March 3, 2025.Contents

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

References to the “Company,” “our,” “us” or “we” refer to Piermont Valley Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Capitalworks Emerging Markets Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to CEMAC Sponsor LP. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain capitalized terms used but not defined in the below discussion and elsewhere in this Quarterly Report have the meanings ascribed to them in the footnotes to the accompanying financial statements included as part of this Quarterly Report.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements herein regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with SEC on July 14, 2023 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 20, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). ~~Our~~We ~~Sponsor~~have reviewed, ~~CEMAC~~and ~~Sponsor~~continue LPto review, isa number of opportunities to enter into a ~~Cayman~~Business ~~Islands~~Combination ~~exempted~~with ~~limited~~an ~~partnership~~operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We have neither engaged in any operations nor generated any operating revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

~~Recent~~On ~~Development~~May 12, 2021, CEMAC Sponsor LP purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share.

~~Lexasure~~On ~~Second~~December ~~Financials~~3, ~~Side~~2021, ~~Letter~~we consummated an initial public offering of 23,000,000 units (the “Units”), which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 Units at the Public Offering price to cover over-allotments, at a price of $10.00 per Unit generating gross proceeds of $230.0 million before underwriting discounts and expenses (the “Public Offering”). Each “Unit” consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”) and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Only whole Public Warrants may be exercised and no fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants may be traded.

InSimultaneously ~~connection~~ with the ~~Lexasure~~closing ~~Business~~of ~~Combination~~the ~~Agreement~~Public Offering, we completed the ~~Company~~private ~~entered~~sale ~~into~~of aan ~~side~~aggregate ~~letter~~of 10,500,000 warrants (the “Private Placement Warrants” and together with ~~Lexasure~~the onPublic ~~November~~Warrants, 8the “Warrants”), ~~2023~~each exercisable to purchase one Class A ordinary share for $11.50 per share, ~~addressing~~subject ~~Lexasure’s~~to ~~expectation~~adjustment, to CEMAC Sponsor LP, at a price of ~~not~~$1.00 ~~meeting~~per ~~deadline~~Private ~~for~~Placement Warrant. The Public Warrants will become exercisable 30 days after the ~~delivery~~completion of a Business Combination; provided that we have an effective registration statement under the ~~PCAOB~~Securities ~~audited~~Act ~~company~~of ~~financials~~1933, oras amended (the ~~PCAOB~~“Securities ~~reviewed~~Act”) ~~quarterly~~covering ~~company~~the ~~financials~~Class ~~set~~A ~~forth~~ordinary inshares ~~certain~~issuable ~~covenants~~upon the exercise of the Public Warrants and ~~termination~~a ~~provisions~~current ofprospectus relating to them is available and such shares are registered, qualified or exempt from registration under the ~~Lexasure~~securities, ~~Business~~or ~~Combination~~blue ~~Agreement~~sky, laws of the state of residence of the holder (or holders are permitted to exercise their Public Warrants on a cashless basis under certain circumstances as ~~extended~~a result of our failure to have an effective registration statement by the ~~First~~60th ~~Financials~~business ~~Side~~day ~~Letter,~~after ~~dated~~the ~~April~~closing ~~19,~~of ~~2023~~the Business Combination), ~~entered~~and ~~into~~will byexpire ~~and~~five ~~between~~years after the ~~Company~~completion ~~and~~of ~~Lexasure~~the Business Combination or earlier upon redemption or liquidation.

~~Pursuant~~We toentered into the ~~Second~~Forward ~~Financials~~Purchase ~~Side Letter~~Agreement, ~~the~~as ~~Company~~amended, ~~has~~with ~~agreed~~Camber toBase, ~~forbear~~LLC, ~~from~~an ~~enforcing~~affiliate ~~its~~of ~~rights~~Brown toUniversity ~~terminate~~ (the ~~Lexasure~~“Forward ~~Business~~Purchase ~~Combination~~Investor”) ~~Agreement~~ pursuant to ~~certain~~which ~~termination~~the ~~provisions~~Forward ~~thereunder~~Purchase Investor, ~~until~~or ~~either~~any ~~December~~of 15its subsidiaries or affiliates, ~~2023~~may, orat ~~December~~the 31sole written election of the Forward Purchase Investor, ~~2023~~purchase up to $20.0 million Forward Purchase Units, ~~depending~~for on$10.00 ~~whether~~per itForward ~~relates~~Purchase toUnit, ~~the~~in ~~PCAOB~~a ~~audited~~private ~~company~~placement ~~financials~~that orwill close substantially concurrently with the ~~PCAOB~~closing ~~reviewed~~of ~~quarterly~~our ~~company~~Initial ~~financials,~~Business ~~respectively~~Combination. InOne ~~exchange~~Forward ~~for~~Purchase ~~this~~Unit ~~forbearance,~~consists ~~Lexasure~~of one Forward Purchase Share and one-half of one Forward Purchase Warrant. The Forward Purchase Investor has agreed tothat ~~loan~~it, toand ~~the~~any ~~Company~~of ~~reasonable~~its ~~amounts~~subsidiaries ~~that~~or ~~the~~affiliates ~~Company~~will isnot ~~obligated~~redeem toany ~~deposit~~Class ~~into~~A ~~the~~Ordinary ~~Trust~~Shares ~~Account~~held by any of them in connection with ~~extensions~~the ~~and~~Initial ~~related~~Business ~~expenses~~Combination. ~~such~~Each whole Forward Purchase Warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share. The Forward Purchase Warrants will have the same terms as the ~~filing~~Public ofWarrants anand ~~additional~~the ~~Quarterly~~Forward ~~Report~~Purchase onShares ~~Form~~will ~~10-Q~~be ~~and~~identical to the ~~renewal~~Class ofA Ordinary Shares included in the ~~Company’s~~Units ~~D&O~~sold ~~insurance~~in the IPO, upexcept the Forward Purchase Shares will be subject to atransfer ~~maximum~~restrictions ofand ~~$400,000~~certain registration rights. AsThe purchase of ~~December~~the ~~31,~~Forward ~~2023,~~Purchase ~~the~~Units ~~Company~~may ~~did~~be ~~not~~made ~~receive~~regardless ~~the~~of ~~PCAOB~~whether ~~audited~~any ~~company~~of ~~financials~~our orClass ~~the~~A ~~PCAOB~~Ordinary ~~reviewed~~Shares ~~quarterly~~are ~~company~~redeemed ~~financials,~~by our Public Shareholders and ~~has~~are intended to provide us with a minimum funding level for our Initial Business Combination. The proceeds from the ~~right~~sale toof ~~terminate~~Forward Purchase Units may be used as part of the ~~Lexasure~~consideration to the sellers in our Initial Business Combination, ~~Agreement~~expenses ~~pursuant~~in toconnection with our Initial Business Combination and for working capital in the ~~terms~~post-transaction ~~thereunder~~company.

2831 Table of Contents

~~Table~~On March 1, 2023, we entered into a definitive business combination agreement (the “Lexasure Business Combination Agreement”) with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, “Lexasure”), Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of ~~Contents~~Pubco (“SPAC Merger Sub”), Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly- owned subsidiary of Pubco (“Company Merger Sub” and, together with SPAC Merger Sub, the “Merger Subs”), CEMAC Sponsor LP, in the capacity as the representative from and after the effective time for the shareholders of the Company and Pubco (other than the former Lexasure shareholders) (the “SPAC Representative”), and Ian Lim Teck Soon, an individual, in the capacity as the representative from and after the Effective Time for the former Lexasure shareholders (the “Seller Representative”) for an initial business combination (the “Lexasure Business Combination”).

~~The~~On ~~Second~~May ~~Lexasure~~18, ~~Loan~~2023 ~~is unsecured~~ and ~~interest~~May ~~free.~~22, In2023, ~~connection~~certain ~~with~~of ~~the~~our ~~Second~~unaffiliated ~~Lexasure~~investors ~~Loan,~~ (the ~~Sponsor~~“Investors”) ~~agreed~~entered tointo ~~transfer~~non-redemption aagreements ~~number~~(“Non-Redemption ofAgreements”) ~~Class~~with BCEMAC ~~ordinary~~Sponsor ~~shares to Lexasure or its designee~~LP, ~~equal~~pursuant to which the ~~amount~~Investors ~~not~~agreed ~~returned~~ to ~~Lexasure~~(i) ~~from~~not ~~the~~redeem ~~escrow~~an ~~divided~~aggregate byof ~~$10.00~~up ~~per~~to ~~share~~4,399,737 ~~regardless~~previously-held ofClass ~~whether~~A ~~the~~ordinary ~~closing~~shares of (the ~~Lexasure~~“Investor ~~Business~~Shares”) ~~Combination~~in ~~occurs.~~connection ~~The~~with ~~Company~~the ~~agreed~~First toExtension ~~repay~~(as ~~the~~defined ~~Second~~below) ~~Lexasure~~and ~~Loan~~(ii) ~~directly~~vote tothe ~~Lexasure~~Investor atShares ~~the~~in ~~closing~~favor of the ~~Lexasure~~First ~~Business Combination~~Extension. In ~~the~~exchange ~~event~~for ofthese ~~the~~commitments ~~termination~~from of the ~~Lexasure~~Investors, ~~Business~~CEMAC ~~Combination~~Partners ~~Agreement~~agreed ~~for~~to ~~any~~transfer ~~reason,~~to the ~~Second~~Investors ~~Lexasure~~(i) ~~Loan~~an ~~shall~~aggregate beof ~~cancelled~~up ~~and~~to no1,000,000 ~~amounts~~Class ~~shall~~B beordinary ~~owed~~shares byin ~~the~~connection ~~Company,~~with ~~provided~~an ~~that~~extension ~~any~~until ~~amounts~~June ~~advanced~~3, by2025 ~~Lexasure~~and ~~pursuant~~(ii) to the ~~Second~~extent ~~Financials~~our ~~Side~~board ~~Letter~~of ~~shall~~directors ~~reduce~~agrees to further extend the ~~amounts~~date ~~payable~~up to three times by ~~Lexasure~~an ~~pursuant~~additional tomonth ~~the~~each ~~termination~~time ~~fee~~until ~~provision~~March of3, ~~the~~2024 ~~Lexasure~~to consummate its Business Combination, ~~Agreement.~~an Asaggregate of ~~December~~up 31to 1,500,000 ~~2023~~Class B ordinary shares, which includes the ~~Company~~Class ~~had~~B ~~borrowed~~ordinary ~~$710~~shares referred to in clause (i),~~440~~ ~~under~~in ~~the~~each ~~First~~case, ~~Lexasure~~on ~~Loan~~or ~~and~~promptly after the ~~Second~~consummation ~~Lexasure~~of ~~Loan~~the Business Combination.

~~The~~On ~~foregoing~~May ~~summary~~23, 2023, we held an extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, a proposal to amend and restate the ~~Second~~Company’s ~~Financials~~amended ~~Side~~and ~~Letter~~restated ~~does~~memorandum ~~not~~and ~~purport~~articles of association to beextend the date by which we must (1) consummate our Business Combination, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and is(3) ~~qualified~~redeem all of the Class A ordinary shares included as part of the Units sold in ~~its~~the ~~entirety~~Public byOffering, ~~reference~~with up to three optional additional extensions by an additional month each time, at the ~~Second~~option ~~Financials~~of ~~Side~~our ~~Letter~~board of directors, until March 3, 2024 (the “First Extension”). In connection with the First Extension, shareholders holding 18,751,603 Class A ordinary shares exercised their right to redeem such shares at a ~~copy~~per share redemption price of ~~which~~$10.51. isAs ~~filed~~a asresult, ~~Exhibit~~approximately 10$197.12 tomillion ~~this~~was ~~Quarterly~~removed ~~Report~~from ~~and~~our ~~incorporated~~Trust ~~herein~~Account byto ~~reference~~pay such holders.

~~Proxy~~On ~~Statement~~February 27, 2024, in connection with the extension of the date by which we were required to consummate an ~~Extension~~initial business combination, we entered into non-redemption agreements with certain unaffiliated investors. Under these agreements, such investors agreed not to redeem their public shares, and the sponsor agreed to forfeit up to 307,500 founder shares, with a corresponding number of Class A ordinary shares to be issued to the participating investors. These arrangements were intended to support the maintenance of the minimum number of public shares required in connection with the extension.

On February 1629, 2024, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s ~~filed~~amended aand ~~Definitive~~restated ~~Proxy~~memorandum ~~Statement~~and onarticles ~~Schedule~~of ~~14A~~association ~~with~~to further extend the ~~SEC~~date by which we must (1) consummate our Business Combination from March 3, 2024 to March 3, 2025, (2) cease our operations except for ~~its~~the ~~extraordinary~~purpose ~~meeting~~of inwinding ~~lieu~~up if we fail to complete such Business Combination, and (3) redeem all of anthe ~~annual~~Class ~~general~~A ~~meeting~~ordinary shares included as part of ~~shareholders,~~the Units sold in the Public Offering (the “Second Extension”). In connection with the Second Extension, ~~among~~shareholders ~~other~~holding ~~things~~3,036,666 aClass ~~proposal~~A toOrdinary ~~amend~~Shares ~~the~~exercised ~~Charter~~their right to ~~further~~redeem ~~extend~~such ~~the~~shares ~~date~~at bya ~~which~~per ~~the~~share ~~Company~~redemption ~~must~~price ~~consummate~~of an$11.07. ~~initial~~As ~~Business~~a ~~Combination~~result, approximately $33,616,850 was removed from our Trust Account to ~~March~~pay 3,such ~~2025~~holders.

~~Factors~~32 ~~That~~Table ~~May Adversely Affect our Results~~ of ~~Operations~~ Contents

~~Our~~On ~~results~~March ~~of operations and our ability to complete a Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets~~22, ~~many of which are beyond our control. Our business could be impacted by~~2024, ~~among other things, downturns in~~ the ~~financial~~parties ~~markets~~to ~~or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending,~~ the ~~ongoing~~Lexasure ~~effects~~Business ofCombination ~~the~~Agreement ~~COVID-19~~entered ~~pandemic,~~into ~~including~~a ~~resurgences~~Termination and ~~the~~Release ~~emergence~~Agreement ofpursuant new variants, and geopolitical instability, such as the military conflict in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they ~~may~~agreed ~~negatively impact our business and our ability~~ to ~~complete~~terminate athe Lexasure Business Combination; ~~however,~~Agreement ~~Management continues to evaluate the impact of these factors. The financial statements~~ and ~~notes thereto included elsewhere in this Report do not include any adjustments that might result from~~ the ~~outcome~~transactions ofcontemplated ~~this uncertainty~~thereby.

On April 19, 2024, CEMAC Sponsor LP entered into a securities purchase agreement with Vikasati Partners, pursuant to which, among other things, Vikasati would purchase (i) one Class B ordinary share of the Company, (ii) 3,925,000 Class A ordinary shares of the Company and (iii) 7,605,000 private placement warrants of the Company from CEMAC Sponsor LP, the existing directors and officers of the Company would resign, and new directors and officers designated by Vikasati Partners would be appointed. On April 25, 2024, the parties closed the transactions contemplated by the securities purchase agreement.

On June 10, 2024, we received a notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as we were not able to complete a business combination within 36 months of the effectiveness of its IPO registration statement, or March 5, 2024, as required under Nasdaq Listing Rule IM-5101-2 (the “Rule”), we did not comply with the Rule and our securities were subject to delisting. In that regard, the Staff determined that our securities would be delisted from trading on Nasdaq and suspended at the opening of business on April 29, 2024. The Notice indicated that we had the right to appeal the Staff’s determination to a hearings panel. However, pursuant to Nasdaq Listing Rule5815(c)(1)(H), in the case of a company whose business plan is to complete one or more acquisitions, such as the Company, where the Notice is based on a failure to satisfy the requirement of the Rule to consummate a business combination within 36 months, the panel may only reverse the delisting decision where there has been a factual error applying the Rule. Based on the foregoing, we decided not to appeal the suspension.

On February 28, 2025, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2025 to March 3, 2026, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Third Extension”). In connection with the Third Extension, shareholders holding 1,066,745 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $10.91. As a result, approximately $11.64 million was removed from our Trust Account to pay such holders.

In February 2025, the Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp.

Effective as of July 11, 2025, we, Vikasati Partners LLC and Valleypark Road, LLC entered into a purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) Vikasati Partners transferred to the Purchaser an aggregate of 2,238,999 Class A Ordinary Shares, par value $0.0001 per share, of the Company and 1 Class B Ordinary Share, par value $0.0001 per share, of the Company; (b) we , the Purchaser and Vikasati Partners executed an amendment to the letter agreement originally executed in connection with the Company’s IPO; (c) Vikasati Partners gave to Purchaser the irrevocable right to vote the shares retained by it on its behalf and the Prior Sponsors agreed to take certain other actions on its behalf with respect to certain matters; and (d) the Prior Sponsors agreed to cancel an aggregate of 11,700,000 private placement warrants purchased by CEMAC Sponsor LP at the time of the IPO.

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On August 14, 2025, Valleypark Road, LLC (“Valleypark”) agreed to loan to us up to an aggregate of $1,000,000 for working capital purposes pursuant to a non-interest bearing promissory note (the “Note”) payable upon the consummation of 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, with each warrant entitling the holder to purchase one Class A ordinary share at a conversion price of $1.50 per share, which warrants will be identical to the private placement warrants sold concurrently with our initial public offering. If we do 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 we have funds available outside the Trust Account.

During the six months ended September 30, 2025, the Company recorded the waiver and forgiveness of certain liabilities by its former sponsor and related parties in connection with the previously disclosed transition to a new sponsor. As part of this transition, the former sponsor waived and forgave amounts due to related parties, cancelled private placement warrants, waived notes payable, and forgave a related party note. These items were recorded as capital contributions and resulted in a reduction of the Company’s shareholders’ deficit. The decrease in shareholders’ deficit was partially offset by the net loss incurred during the period and accretion related to redeemable shares.

Recent Developments

On April 19, 2023, pursuant to the Financial Side Letter, Lexasure agreed to loan us the Lexasure Loan up to a maximum of $600,000. The Lexasure Loan was unsecured and interest free. In connection with the Lexasure Loan, at the closing of the Lexasure Business Combination (or in the event of an Alternative Closing), the Sponsor had agreed to transfer a number of Ordinary Shares to Lexasure or its designee equal to (x) the amount of the Lexasure Loan that is used by us and not returned to Lexasure at or prior to the closing of the Lexasure Business Combination or Alternative Closing (less any amounts applied pursuant to the termination fee provision of the Lexasure Business Combination Agreement), divided by (y) $10.00 per share. Under the Financial Side Letter, the Lexasure Loan was intended to be repaid at the closing of the Lexasure Business Combination. In the event the Lexasure Business Combination Agreement was terminated, the Lexasure Loan was to be cancelled and no amounts would be owed by the Company, provided that any amounts advanced by Lexasure would reduce the amounts payable by Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreement.

On May 15, 2023, May 18, 2023 and May 22, 2023, we entered into the Extension Non-Redemption Agreements with the Sponsor and the NRA Holders in exchange for the NRA Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 4,399,737 Class A Ordinary Shares sold in our Initial Public Offering in connection with the 2023 Extraordinary Meeting. In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of an Initial Business Combination, (i) the Sponsor (or its designees) would surrender and forfeit to us, for no consideration, an aggregate of 1,099,935 NRA Forfeited Shares and (ii) we would issue to the NRA Holders a number of Class A Ordinary Shares equal to the NRA Forfeited Shares.

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On May 23, 2023, we held the 2023 Extraordinary Meeting at which our shareholders approved, among other things, an amendment to our Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate an Initial Business Combination to March 3, 2024, and to permit our Board, in its sole discretion, to elect to wind up our operations on an earlier date than March 3, 2024. In connection with the vote to approve the Extension, the holders of 18,751,603 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 per share, for an aggregate redemption amount of approximately $197,192,733.57, in connection with the 2023 Extraordinary Meeting. As a result of the approvals at the 2023 Extraordinary Meeting, we deposited $50,000 per month, or portion thereof, as required to complete an Initial Business Combination, for up to an aggregate of $450,000, which was deposited into the Trust account.

On May 23, 2023, we issued an aggregate of 5,749,999 Class A Ordinary Shares to the Sponsor, upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor in the Founder Conversion. The 5,749,999 Class A Ordinary Shares issued in connection with the Founder Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an Initial Business Combination as described in the IPO Prospectus. Following the Founder Conversion and the redemptions in connection with the Extension, there were 9,998,396 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. As a result of the Founder Conversion and the redemptions in connection with the Extension, the Sponsor held 57.5% of the outstanding Ordinary Shares as of July 14, 2023. This percentage reflects ownership immediately following the Founder Conversion and the 2023 Extension redemptions and does not reflect subsequent redemptions or sponsor transfers

On February 29, 2024, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2024 to March 3, 2025, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Second Extension”). In connection with the Second Extension, shareholders holding 3,036,666 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of $11.07. As a result, approximately $33,616,850 was removed from our Trust Account to pay such holders.

On June 10, 2024, we received a notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as we were not able to complete a business combination within 36 months of the effectiveness of its IPO registration statement, or March 5, 2024, as required under Nasdaq Listing Rule IM-5101-2 (the “Rule”), we did not comply with the Rule and our securities were subject to delisting. In that regard, the Staff determined that our securities would be delisted from trading on Nasdaq and suspended at the opening of business on June 12, 2024. The Notice indicated that we had the right to appeal the Staff’s determination to a hearings panel. However, pursuant to Nasdaq Listing Rule5815(c)(1)(H), in the case of a company whose business plan is to complete one or more acquisitions, such as the Company, where the Notice is based on a failure to satisfy the requirement of the Rule to consummate a business combination within 36 months, the panel may only reverse the delisting decision where there has been a factual error applying the Rule. Based on the foregoing, we decided not to appeal the suspension.

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Results of Operations

AsFor ofthe ~~December~~three 31months ended September 30, ~~2023~~2025, we had ~~not~~a ~~commenced~~net ~~any~~loss ~~operations.~~of ~~All~~$108,103 ~~activity~~which ~~for~~consisted ~~the~~of ~~period~~earnings ~~from~~on ~~April~~cash ~~20, 2021~~ (~~inception~~investments) ~~through~~held ~~December~~in ~~31,~~trust ~~2023~~of ~~relates to our formation and the Initial Public Offering and~~$12,871, ~~subsequent~~dividend toincome ~~the closing~~ of ~~the Initial Public Offering~~1,632, ~~identifying~~Forgiveness aof ~~target~~Debt company for a Business Combination and costs related to the Lexasure Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of ~~our Business Combination~~$76,984, atChange ~~the earliest. We will generate non-operating income~~ in ~~the~~fair ~~form~~value of ~~interest~~warrant ~~income~~liability onby ~~cash~~$117,000 and ~~cash~~offset ~~equivalents~~by ~~from~~general ~~the~~and ~~proceeds~~administrative ~~derived~~costs ~~from the Initial Public Offering. We incur increased expenses as a result~~ of ~~being a public company (for legal~~$82, ~~financial reporting, accounting and auditing compliance), as well as for due diligence and transaction expenses~~592.

For the three months ended ~~December~~September 3130, ~~2023~~2024, we had a net income of $~~695~~362,~~617,~~384 which consisted ~~primarily~~ of ~~interest~~earnings ~~income earned~~ on cash ~~and~~(investments) ~~marketable securities~~ held in ~~Trust~~trust ~~Account~~of ~~amounting to~~ $~~581~~155,~~496~~134, ~~and~~Change ~~change~~ in fair value of ~~the derivative~~ warrant liability ofby $~~201~~263,~~840~~887 and ~~the~~offset ~~forward~~by ~~purchase~~general ~~agreement liability of $242,703, formation~~ and ~~operating~~administrative costs ~~amounting to $270,422 and administrative fees~~ of $6056,~~000~~640.

For the ~~three~~Six months ended ~~December~~September 3130, ~~2022~~2025, we had a net ~~income~~loss of $3 1,~~328~~005,~~008,~~148 which ~~resulted~~consisted ~~from~~of aearnings ~~gain~~ on ~~the~~cash ~~change~~(investments) held in ~~fair~~trust ~~value~~ of ~~the~~$ ~~derivative~~34,010, ~~warrant~~dividend ~~liability~~income of $1,~~621~~632,~~680,~~ aForgiveness ~~gain on the change in fair value~~ of ~~the~~Debt ~~Forward Purchase Agreement liability~~ of $1676,~~634~~984, ~~and~~Change ~~interest income on investments held~~ in ~~the~~fair ~~Trust~~value ~~Account~~of inwarrant ~~the~~liability ~~amount~~by of $1,~~959~~001,~~780,~~244 ~~partially~~ offset by ~~operating~~general and administrative costs of $~~270~~ 116,~~086~~532.

29For the Six months ended September 30, 2024, we had a net income of $809,001 which consisted of earnings on cash (investments) held in trust of $309,088, Change in fair value of warrant liability by $727,887 and offset by general and administrative costs of $227,974.

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For the nine months ended December 31, 2023, we had net income of $2,829,161, which consisted primarily of interest income earned on cash and marketable securities held in Trust Account amounting to $2,981,390, and change in fair value of the derivative warrant liability of $1,450,000, partially offset by formation and operating costs amounting to $1,079,353, change in fair value of the forward purchase agreement liability of $342,876 and administrative fees of $180,000.

For the nine months ended December 31, 2022, we had net income of $5,459,292, which resulted from a gain on the change in fair value of the derivative warrant liability of $3,709,680 and interest income on investments held in the Trust Account in the amount of $3,305,210, partially offset by operating costs of $1,414,315 and a loss on the change in fair value of the Forward Purchase Agreement of $141,283.We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

As of December 31, 2023 and March 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Liquidity and Capital Resources; Going Concern

As of ~~December~~September 3130, ~~2023~~2025, we had $~~121~~14,~~635~~502 in cash and a working capital deficit of ~~approximately~~ $2161,390.~~8 million.~~

In order to finance transaction costs in connection with aan Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. Such Working Capital Loans would be evidenced by promissory notes. The Working Capital Loans may be repaid upon completion of aan Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be converted upon completion of an Initial Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that aan Initial Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On February 1, 2023, we executed the WCL Agreement, a Working Capital Loan pursuant to which the Sponsor agreed to loan us funds up to $1,500,000. As of ~~December~~September 3130, ~~2023~~2025, wethe Company had ~~borrowed~~no $1outstanding liability under the Working Capital Loan,~~360,000~~ as the outstanding balance was waived and ~~had~~forgiven ~~$140,000~~by ~~available~~the toformer ussponsor ~~under~~in connection with the ~~WCL~~sponsor ~~Agreement~~transition.

~~Under~~For the ~~First~~six ~~Lexasure~~months ~~Loan~~ended ~~and~~September ~~the~~30, ~~Second Lexasure Loan~~2025, ~~Lexasure~~net ~~has~~cash ~~agreed~~used toin ~~loan~~operating toactivities ~~the~~was ~~Company~~$16,133 ~~reasonable~~which ~~amounts~~was ~~that~~due ~~the~~to ~~Company~~non-cash isadjustments ~~obligated~~ to ~~deposit~~net ~~into~~income ~~the Trust Account in connection with extensions and for~~ related ~~expenses~~to ~~such as~~ the ~~filing~~change ofin ~~additional~~fair ~~Quarterly~~value ~~Reports on Form 10-Q and the renewal~~ of the ~~Company’s~~derivative ~~D&O~~warrant ~~insurance,~~liability ~~up to a combined maximum~~ of $1,~~000~~001,~~000.~~244 Asand ofinterest ~~December~~income ~~31,~~on ~~2023,~~investments weheld ~~had~~in ~~borrowed~~the ~~$710,440~~Trust (Account of ~~which~~ $~~350~~34,~~000~~010, ~~was~~Divided ~~deposited~~income ~~into~~of ~~the~~$1,632, ~~Trust~~partially ~~Account~~offset inby ~~connection~~net ~~with~~loss ~~extensions~~of ~~and~~ $~~360~~1,~~440~~005,148, ~~was~~changes ~~deposited~~in ~~into our~~ operating ~~bank~~assets ~~account for extension related expenses)~~ and ~~had~~liabilities ~~$150,000~~of ~~and~~ $~~139~~376,~~560~~655 ~~available to us under the First Lexasure Loan~~ and ~~the~~Sponsor ~~Second~~waived ~~Lexasure~~liabilities ~~Loan,~~of ~~respectively~~$400,068.

~~For~~36 ~~the~~Table ~~nine months ended December 31, 2023, net cash used in operating activities was $889,088, which was due to non-cash adjustments to net income related to the change in fair value~~ of the derivative warrant liability of $1,450,000, and interest income on investments held in the Trust Account of $2,981,390, partially offset by net income of $2,829,161 and non-cash adjustment to net income related to the change in fair value of the forward purchase agreement liability of $342,876 and changes in operating assets and liabilities of $370,265.Contents

For the ~~nine~~six months ended ~~December~~September 3130, ~~2022~~2024, net cash used in operating activities was $~~734~~165,~~118~~868, which was due to non-cash adjustments to net income related to the change in fair value of the derivative warrant liability of $3727,~~709,680~~887 and interest income on investments held in the Trust Account of $3309,~~305~~088,~~210,~~ partially offset by net income of $5809,~~459,292~~001 and ~~non-cash adjustment to net income related to the change in fair value of the Forward Purchase Agreement liability of $141,283 and~~ changes in operating assets and liabilities of $~~680~~62,~~197~~106.

For the ~~nine~~six months ended ~~December~~September 3130, ~~2023~~2025, net cash provided by ~~investing~~financing activities was $~~196~~73,~~842,734,~~396 ~~which was primarily~~ due to ~~the~~proceeds ~~withdrawals~~ from ~~Trust~~a ~~for~~related ~~redemptions~~party advances.

For the ~~nine~~six months ended ~~December~~September 3130, ~~2022~~2024, ~~there~~net ~~were~~cash noprovided ~~cash~~by ~~flows~~financing activities was $29,023 due to proceeds from ~~investing~~a ~~activities~~related party advances.

~~For~~Based on the ~~nine~~foregoing, ~~months~~it ~~ended~~is ~~December~~possible ~~31,~~that ~~2023~~$14,502 ~~net~~ cash ~~used~~held inoutside ~~financing~~the ~~was~~Trust ~~$195~~Account on September 30,~~922,294,~~ ~~which~~2025 ~~was~~might ~~primarily~~not ~~due~~be sufficient to ~~payments~~allow us to operate for at least 12 months from the date of ~~$197~~this Report,~~192,734~~ ~~related~~assuming tothat ~~the~~an ~~redemption~~Initial Business Combination is not consummated during that time. Until consummation of ~~shares~~the Initial Business Combination, ~~partially~~we ~~offset~~have byused ~~$710~~and may continue to use these funds to pay existing accounts payable,~~440~~ identify and ~~$560~~evaluate prospective Initial Business Combination candidates,~~000~~ inperform ~~cash~~due ~~received~~diligence ~~from~~on prospective target businesses, pay for travel expenditures, select the ~~working~~target ~~capital~~business ~~loan~~to ~~agreement~~merge with or acquire, and structure, negotiate and consummate the ~~Lexasure~~Initial ~~loans,~~Business ~~respectively~~Combination.

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For the nine months ended December 31, 2022, net cash provided by financing was $25,000.

Based on the foregoing, it is possible that the $121,635 in cash held outside the Trust Account on December 31, 2023 might not be sufficient to allow us to operate for at least 12 months from the date of this Report, assuming that a Business Combination is not consummated during that time. Until consummation of the Business Combination, we have used and may continue to use these funds to pay existing accounts payable, identify and evaluate prospective Business Combination candidates, perform due diligence on prospective target businesses, pay for travel expenditures, select the target business to merge with or acquire, and structure, negotiate and consummate the Business Combination.

We can raise additional capital through Working Capital Loans from the Sponsor, or an affiliate of the Sponsor, or certain of our officers and directors, or through loans from third parties. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of these financial statements.

~~Contractual~~Going ~~Obligations~~Concern Consideration

~~General~~As of September 30, 2025, the Company had $14,502 in cash and ~~Administrative~~a ~~Services~~working capital deficit of $161,390. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company’s management has determined that these liquidity risks, as well as if the Company is unsuccessful in consummating an initial Business Combination within the Combination Period, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s management has determined that the Company does not have funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or the winding up of the Company as stipulated in the Charter. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern.

~~Commencing~~Commitments ~~on the date the Units were first listed on Nasdaq, we agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, utilities~~ and secretarial and administrative support. Upon completion of the Business Combination or our liquidation, we will cease paying these monthly fees. During the three and nine months ended December 31, 2023 and 2022, we incurred $60,000 and $180,000 of expenses, respectively. As of December 31, 2023 and March 31, 2023, the outstanding balance was $200,000 and $20,000, respectively.Contingencies

Registration Rights

The holders of the Founder Shares, ~~Private Placement Warrants~~ and ~~Warrants~~warrants that may be issued upon conversion of Working Capital Loans or anExtension ~~extension~~Loan ~~loan~~ (and any ~~Ordinary~~shares ~~Shares~~of ordinary shares issuable upon the exercise of the ~~Private~~warrants ~~Placement Warrants or Warrants~~ issued upon conversion of the Working Capital Loans or anExtension ~~extension~~Loan ~~loan~~ and upon conversion of the Founder Shares) are entitled to registration rights pursuant to ~~the~~a ~~Founder~~registration ~~Shares~~rights ~~Registration~~agreement ~~Rights~~requiring ~~Agreement,~~the ~~which~~Company ~~requires us~~ to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ~~Ordinary~~ordinary ~~Shares~~shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that wethe Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require usthe Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the ~~Founder~~registration ~~Shares~~rights ~~Registration~~agreement ~~Rights Agreement~~ provides that wethe Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. WeThe Company will bear the expenses incurred in connection with the filing of any such registration statements.

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Underwriting Agreement

The ~~underwriters~~Company ofgranted the ~~IPO~~underwriters ~~were~~a ~~paid~~45-day aoption ~~cash~~from ~~underwriting~~the ~~discount~~date of ~~$0.20~~Initial ~~per~~Public ~~Unit,~~Offering orto $4purchase up to 3,~~600,~~000,000 ~~upon~~additional ~~the~~Units ~~closing~~to ofcover over-allotments, if any, at the Initial Public Offering. Inprice ~~addition,~~less the ~~underwriters~~underwriting ~~are~~discounts ~~entitled~~and tocommissions. aOn ~~deferred~~December 3, ~~fee~~2021, ofthe ~~$0.35~~underwriters ~~per~~purchased ~~Unit,~~an oradditional $83,~~050~~000,000. ~~The~~Units ~~deferred~~pursuant ~~fee will become payable~~ to the ~~underwriters~~full ~~from~~exercise of the ~~amounts~~over-allotment ~~held~~option. inThe ~~the~~Units ~~Trust~~were ~~Account~~sold ~~solely~~at inan ~~the~~offering ~~event~~price ~~that~~of we$10.00 ~~complete~~per aUnit, ~~Business~~generating ~~Combination,~~additional ~~subject~~gross proceeds to the ~~terms~~Company of ~~the underwriting agreement~~$30,000,000.

31In connection with the sponsor change transaction, the Company received waivers from the underwriters of the deferred underwriting fees and related rights. Accordingly, no deferred underwriting fees remain payable.

~~Table~~Forward ofPurchase ~~Contents~~Agreement

In connection with the sponsor change transaction, the Forward Purchase Agreement was terminated, and neither party has any further obligations thereunder.

Vendor Agreements

As of September 30, 2025, the Company had incurred unpaid legal fees of $2,962 which are included in accrued expenses on the accompanying balance sheets.

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Consulting Agreements

On November 27, 2022, wethe Company entered into ~~the~~an ~~2022~~agreement ~~Consulting Agreement~~ with ~~the~~a ~~First~~transactional ~~Strategic~~and ~~Advisor~~strategic ~~for~~ advisory ~~services~~firm in connection with a potential Business Combination. Pursuant to the 2022 Consulting Agreement, if we consummate a Business Combination, we shall pay the First Strategic Advisor, at the consummation of the Business Combination, a Capital Markets Advisory Fee in cash in the amount equal to (~~i) $1,500,000 plus (ii) an Incremental Advisory Fee based on~~ the ~~value of the Trust Proceeds. If the Trust Proceeds are: (i) greater than $58,650,000 but less than or equal to $117,300,000, we will pay the~~ “First Strategic Advisor ~~an Incremental Advisory Fee of $250,000; (ii~~”) greater than $117,300,000 but less than or equal to $175,950,000, we will pay the First Strategic Advisor an Incremental Advisory Fee of $1,000,000; or (iii) greater than $175,950,000, we will pay the First Strategic Advisor an Incremental Advisory Fee of $2,500,000. The fee shall be due and payable to the First Strategic Advisor by us at the consummation of the Business Combination. If the Business Combination does not occur or is abandoned, the First Strategic Advisor will not be entitled to the fee. We will also reimburse the First Strategic Advisor for ~~all~~advisory ~~reasonable~~services ~~documented out-of-pocket expenses incurred~~ in connection with ~~the~~a ~~2022~~potential ~~Consulting~~Business ~~Agreement, provided that such expenses will not exceed $25,000 in the aggregate without our prior written approval~~Combination. On August 3, 2023, we, the First Strategic Advisor, Sponsor, Roberta Brzezinski, and Herman Kotze entered into an amendment to the 2022 Consulting Agreement. This amendment, among other things, revised the terms of the Capital Markets Advisory Fee under the 2022 Consulting Agreement. Pursuant to ~~the~~this ~~amendment~~agreement, ~~(i) if~~ the ~~Trust Proceeds are equal to or greater than $4 million, the~~ Company ~~will~~would ~~pay~~have ~~the~~been ~~First~~required Strategic Advisor a Capital Markets Advisory Fee of $500,000 in cash, plus shares of common stock of the public company entity that survives the Business Combination which stock is listed on the New York Stock Exchange or Nasdaq Global Market, equal to ~~$500,000 and (ii) if the Trust Proceeds are less than $4 million, the Company will~~ pay ~~the~~certain ~~First~~fees ~~Strategic~~upon ~~Advisor a Capital Markets Advisory Fee in Stock equal to $1,000,000. The number of shares of Stock owed to~~ the First Strategic Advisor shall be calculated by dividing (x) the total value of the Stock payable by (y) the VWAP of the Stock over the five (5) trading days immediately preceding the date of the initial filing of the registration statement registering the Stock of the public company entity that survives the Business Combination, provided that clause (y) shall not be less than $4.00. The Capital Markets Advisory Fee shall be due and payable to the First Strategic Advisor by the Company at the consummation of ~~the~~a Business Combination. If the Business Combination does not occur or is abandoned, the First Strategic Advisor will not be entitled to the Capital Markets Advisory Fee. This amendment also provides for certain registration rights for the Stock issuable to the First Strategic Advisor.

OnIn ~~February~~connection ~~1, 2023, we and Sponsor entered into a separate agreement~~ with the ~~Second~~sponsor ~~Strategic~~change ~~Advisor~~transaction, tothe ~~provide~~ consulting, ~~advisory~~agreement ~~and related services in connection~~ with ~~a potential Business Combination. Upon consummation of a Business Combination,~~ the ~~Second~~First Strategic Advisor ~~will~~was ~~purchase from the Sponsor 250~~terminated,~~000~~ ~~Class B ordinary shares (together with any securities into which such Class B Ordinary shares convert~~ and ~~any~~no ~~equity~~amounts ~~securities~~are ~~the~~payable ~~Company or any other entity issues in exchange for such shares in the applicable Business Combination) at a purchase price of $0~~thereunder.~~04 per share or $10,000 in aggregate.~~

On February 1, 2023, the Company entered into a separate agreement with another transactional and strategic advisory firm (the “Second Strategic Advisor”) to provide consulting, advisory and related services in connection with a potential Business Combination.

In connection with the sponsor change transaction, the consulting agreement with the Second Strategic Advisor was terminated, and no shares were issued or are issuable pursuant to the agreement.

Non-Redemption Agreements

The Company initially had until March 3, 2023 to consummate a Business Combination, with an automatic three-month extension if the Company signed a definitive agreement with respect to the Business Combination within such 15-month period, as described in the final prospectus for the Initial Public Offering, filed pursuant to Rule 424(b)(4) with the SEC on December 2, 2021 (File No. 333-260513) (the “IPO Prospectus”).

In February 2023, prior to signing the Lexausre Business Combination Agreement, the Company prepared to hold an extraordinary general meeting of shareholders to, among other things, seek an extension of the time it had to consummate a Business Combination (the “March 2023 Meeting”). On February 27, 2023, in connection with the March 2023 Meeting, the Company and CEMAC Sponsor LP, entered into non-redemption agreements (the “Terminated Non-Redemption Agreements”) with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem up to an aggregate of 1,600,000 Class A ordinary shares of the Company sold in its Initial Public Offering (“Non-Redeemed Shares”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor, as consideration for entering into the Terminated Non-Redemption Agreements, transferred to such third parties an aggregate of 28,000 Class B ordinary shares, which will be retained by such parties under all circumstances.

On May 18, 2023 and May 22, 2023, the Company entered into non-redemption agreements with the NRA Holders in exchange for the NRA Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 4,399,737 Class A ordinary shares sold in the Initial Public Offering in connection with the 2023 Extraordinary Meeting. In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of a Business Combination, (i) the Prior Sponsors (or its designees) will surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 NRA Forfeited Shares and (ii) the Company shall issue to the NRA Holders a number of Class A ordinary shares equal to the NRA Forfeited Shares.

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Critical Accounting Estimates and Policies

This “Item 7.2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” is based on the ~~unaudited~~ financial statements and the notes thereto contained elsewhere in this Report, which have been prepared in accordance with GAAP. The preparation of the ~~unaudited~~ financial statements and the notes thereto contained elsewhere in this Report requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our ~~unaudited~~ financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as its critical accounting policies:

Class A Ordinary Shares Subject to Possible Redemption

All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature that allows for the redemption of such Public Shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC Topic 480-10-S99“Accounting for Redeemable Equity Instruments”(“ASC 480-10-S99”), redemption provisions not solely within our control require Ordinary Shares subject to redemption to be classified outside of permanent equity.

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The Class A Ordinary Shares are subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We recognize changes in redemption value immediately as they occur. Immediately upon the closing of the Initial Public Offering, we recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable Ordinary Shares resulted in charges against additional paid-in capital and accumulated deficit.

Net Income (Loss) Per Ordinary Share

We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statement of operations includes a presentation of income (loss) per share for Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income per share. The remeasurement associated with the redeemable Class A Ordinary Shares is excluded from net income (loss) per ordinary share as the redemption value approximates fair value. We have not considered the effect of the Public Warrants or the Private Placement Warrants to purchase an aggregate of 23,200,000 of our Class A Ordinary Shares in the calculation of diluted income per share, since their exercise is contingent upon future events. Net income (loss) per share, basic and diluted, for non-redeemable Class A and Class B Ordinary Shares is calculated by dividing the net income (loss), adjusted for income or loss attributable to redeemable Class A Ordinary Shares, by the weighted average number of non-redeemable Class A and Class B Ordinary Shares outstanding for the period. Non-redeemable Class A and Class B Ordinary Shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income or losses of the Trust Account. At December 31, 2023 and 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of our Company. As a result, diluted income (loss) per share is the same as basic income per share for the period presented.

Warrants

We account for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC Topic 815, “Derivatives and Hedging” whereby under that provision, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, we classify the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations. The fair value at issuance was calculated using a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Upon issuance of the Private Warrants, we recorded a charge of $1,532,700 for the excess fair value of private warrant liabilities over the proceeds received.

Forward Purchase Agreement

We entered into the Forward Purchase Agreement, as amended, with the Forward Purchase Investor pursuant to which the Forward Purchase Investor, or any of its subsidiaries or affiliates, may, at the sole written election of the Forward Purchase Investor, purchase up to $20.0 million Forward Purchase Units, for $10.00 per Forward Purchase Unit, in a private placement that will close substantially concurrently with the closing of our Business Combination. One Forward Purchase Unit consists of one Forward Purchase Share and one-half of one Forward Purchase Warrant. The Forward Purchase Warrants will have the same terms as the Public Warrants, and the Forward Purchase Shares will be identical to the Class A Ordinary Shares included in the Units sold in the Initial Public Offering, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights.

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Recent Accounting Pronouncements

In ~~August~~December ~~2020~~2023, the FASB issued ~~ASU~~Accounting ~~Topic~~Standards ~~2020~~Update ~~06,~~No. ~~“Debt~~ 2023-~~Debt~~09 ~~with~~Income ~~Conversion~~Taxes ~~and Other Options~~ (~~Subtopic~~Topic ~~470 20~~740) ~~and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815 40)~~: ~~Accounting~~Improvements ~~for~~to ~~Convertible~~Income ~~Instruments~~Tax ~~and~~Disclosures ~~Contracts in an Entity’s Own Equity”~~ (“ASU ~~2020 06~~2023-09”),. ~~which~~This ~~simplifies~~update ~~accounting~~requires ~~for~~companies ~~convertible~~to ~~instruments~~disclose byspecific ~~removing~~categories ~~major~~in ~~separation~~the ~~models~~income ~~required~~tax ~~under~~rate ~~current~~reconciliation ~~GAAP.~~and ~~ASU~~requires ~~2020~~additional 06information ~~also~~for ~~removes~~ certain ~~settlement~~reconciling ~~conditions~~items. ~~that~~For ~~are~~public ~~required~~business ~~for~~entities, ~~equity~~ASU 2023-~~linked~~09 ~~contracts~~is toeffective ~~qualify~~ for ~~the~~fiscal ~~derivative~~years ~~scope~~beginning ~~exception,~~after ~~and~~December it15, ~~simplifies~~2024, ~~the~~with ~~diluted~~early ~~earnings~~adoption ~~per~~permitted. ~~share~~We ~~calculation~~will inadopt ~~certain~~the ~~areas.~~standards Werequired ~~adopted~~under ASU ~~2020~~2023-0609 ~~upon~~as ~~inception. Adoption~~ of ~~ASU~~January ~~2020~~1, 062025. ~~did~~We ~~not~~are ~~impact~~currently ~~our~~evaluating ~~financial~~the ~~position,~~impact ~~results~~ of ~~operations~~ASU or2023-09 ~~cash~~on ~~flows~~our financial statements.

We do not believe that any other recently issued, but not yet effective, accounting pronouncement, if currently adopted,

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Inflation

We do not believe that inflation had a material impact on our business or operating results during the period presented.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the Financial Statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years from the completion of our Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4 – Controls and Procedures

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer (our “Certifying Officers”), to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

AsDisclosure ~~required~~controls ~~by Rules 13a-15~~ and ~~15d-15~~procedures ~~under~~are ~~the~~controls ~~Exchange~~and ~~Act,~~other ~~our~~procedures ~~Certifying~~that ~~Officers~~are ~~carried~~designed ~~out~~to anensure ~~evaluation~~that ofinformation ~~the~~required ~~effectiveness~~to ofbe ~~the~~disclosed ~~design~~in ~~and operation of~~ our ~~disclosure~~reports ~~controls~~filed ~~and~~or ~~procedures~~submitted asunder ~~of December 31, 2023. In connection with~~ the ~~preparation~~Exchange ofAct ~~the~~is ~~Quarterly Report~~recorded, ~~management~~processed, ~~with~~summarized ~~the~~and ~~participation~~reported ofwithin the ~~Certifying~~time ~~Officers,~~periods ~~determined~~specified ~~that~~in athe ~~material~~SEC’s ~~weakness~~rules ~~existed solely related to our accounting for complex financial instruments~~ and ~~that~~forms. ~~our~~Disclosure ~~disclosure~~ controls and procedures ~~were~~include, ~~not~~without ~~effective as of December 31~~limitation, ~~2023.~~controls ~~This~~and ~~material~~procedures ~~weakness~~designed ~~resulted~~to inensure ~~the~~that ~~restatement~~information ofrequired ~~our~~to ~~previously~~be ~~issued~~disclosed ~~(i) audited balance sheet included~~ in our ~~Current~~reports ~~Report~~filed onor ~~Form~~submitted ~~8-K~~under ~~as of December 3, 2021, filed with~~ the ~~SEC~~Exchange onAct ~~December~~is 9,accumulated ~~2021~~ and ~~(ii)~~communicated ~~unaudited~~to ~~interim financial statements included in~~ our ~~Quarterly Report on Form 10-Q for the quarterly period ended December 31~~management, ~~2021,~~including ~~filed~~our ~~with~~Chief ~~the~~Executive ~~SEC on February 14~~Officer, ~~2022, in each case,~~ to ~~treat~~allow ~~the~~timely ~~Forward~~decisions ~~Purchase~~regarding ~~Agreement~~required ~~as a liability. As such, management, with the participation of the Certifying Officers, determined that our~~ disclosure ~~controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2023~~.

AAs ~~material~~required ~~weakness~~by isRules a13a-15 ~~deficiency~~and 15d-15 under the Exchange Act, orour aChief ~~combination~~Executive Officer carried out an evaluation of ~~deficiencies~~the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, in2025. Based upon their evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures or(as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective due solely to the material weakness in our internal control over financial reporting ~~such~~related ~~that~~to ~~there~~the isCompany’s lack of qualified SEC reporting professional. As a ~~reasonable~~result, ~~possibility~~we performed additional analysis as deemed necessary to ensure that aour financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly, in all material ~~misstatement~~respects, our financial position, result of operations and cash flows for the periods presented. Management intends to continue implement remediation steps to improve our ~~annual~~disclosure orcontrols ~~interim~~and procedures and our internal control over financial ~~statements~~reporting. ~~will~~Specifically, ~~not~~we beintend ~~prevented~~to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, oridentification ~~detected~~of third-party professionals with whom to consult regarding complex accounting applications and ~~corrected~~consideration onof aadditional ~~timely~~staff ~~basis~~with the requisite experience and training to supplement existing accounting professionals.

~~Effective~~Changes ~~disclosure~~in ~~controls~~Internal ~~and~~Control ~~internal~~over ~~controls~~Financial are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.Reporting

IfThere wewere ~~identify~~no ~~any~~changes ~~new material weakness~~ in ~~the future, any such newly identified material weakness could limit~~ our ~~ability~~internal tocontrol ~~prevent~~over ~~or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim~~ financial ~~statements.~~reporting In(as such ~~case,~~term weis ~~may~~defined ~~be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports~~ in ~~addition~~Rules to13a-15(f) ~~applicable stock exchange listing requirements, investors may lose confidence in our financial reporting~~ and ~~our~~15d-15(f) ~~stock~~of ~~price~~the ~~may~~Exchange ~~decline~~Act) asduring athe ~~result.~~most Werecent ~~cannot~~fiscal ~~assure~~quarter ~~you~~ that ~~the measures we~~ have ~~taken~~materially ~~to date~~affected, or ~~any~~are ~~measures~~reasonably welikely ~~may~~to ~~take~~materially ~~in the future~~affect, ~~will~~our beinternal ~~sufficient~~control toover ~~avoid~~financial ~~potential future material weaknesses~~reporting.

3441 Table of Contents

~~Table~~Part ofII ~~Contents~~- Other Information

WeItem do5 ~~not~~– ~~expect~~Other that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Information

~~Changes~~During the quarter ended September 30, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in ~~Internal~~Item ~~Control~~408(a) ~~Over~~of ~~Financial~~Regulation ~~Reporting~~S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

~~There~~Item ~~was~~6 no– change in our internal control over financial reporting that occurred during the quarterly period ended December 31, 2023, covered by this Quarterly Report on Form 10-Q, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Exhibits

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.

35* Filed herewith

~~Table~~** These certifications are furnished to the SEC pursuant to Section 906 of ~~Contents~~the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~PART II -~~42 ~~OTHER~~Table ~~INFORMATION~~of Contents

~~ITEM 1. LEGAL PROCEEDINGS~~SIGNATURES

ToPursuant to the ~~knowledge~~requirements of ~~our~~the ~~management~~Securities ~~team,~~Exchange ~~there~~Act isof no1934, ~~litigation~~the ~~currently~~registrant ~~pending~~has orduly ~~contemplated~~caused ~~against~~this ~~us,~~report ~~any~~to ofbe ~~our~~signed ~~officers~~on orits ~~directors~~behalf inby ~~their~~the ~~capacity~~undersigned asthereunto ~~such~~duly ~~or against any of our property~~authorized.

	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)

~~ITEM 1A. RISK FACTORS~~43

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Quarterly Report, other than as set forth below, there have been no material changes to the risk factors previously disclosed in our fillings with the SEC, including our (i) Registration Statement, (ii) Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC on July 14, 2023, and (iii) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the SEC on November 20, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC .

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination.

On January 24, 2024, the SEC adopted a series of new rules relating to special purpose acquisition companies (“SPACs”) (the “SPAC Rules”) requiring, among other items, (i) additional disclosures relating to SPAC business combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and SPAC initial business combinations (the “de-SPAC transactions”); (iii) the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv) both the SPAC and the target company’s status as co-registrants on de-SPAC transaction registration statements.

In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

Compliance with the SPAC Rules and related guidance may increase the costs and the time needed to negotiate and complete an initial Business Combination, may constrain the circumstances under which we could complete an initial Business Combination, such as the Lexasure Business Combination.

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If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

As described above, the SEC’s adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•restrictions on the nature of our investments, if any; and

•restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination.

In addition, we may be imposed of burdensome requirements, including:

•registration as an investment company;

•adoption of a specific form of corporate structure; and

•reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment company definition and guidance and intend to identify and complete an initial Business Combination with an operating business, such as Lexasure, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.

We do not believe that our anticipated activities will subject us to the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, in November 2023, we instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation.

However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete the Lexasure Business Combination (or an alternative Business Combination if we are unable to complete the Lexasure Business Combination) and instead liquidate the Company. Our public shareholders may receive only approximately $10.99 per share on the liquidation of our Trust Account and our warrants will expire worthless.

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To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, in November 2023, the Company instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation.

The funds in the Trust Account had, since the Company’s initial public offering, been held in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, in November 2023, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or liquidation. Following such liquidation, the Company may receive less interest on the funds held in the Trust Account than the interest the Company would have received pursuant to the original Trust Account investments; however, interest previously earned on the funds held in the Trust Account still may be released to us to pay taxes, if any, and certain other expenses as permitted.

Consequently, the transfer of the funds in the Trust Account to an interest-bearing demand deposit account could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case, we may be required to liquidate.

Were we to liquidate, our securityholders would lose the investment opportunity associated with an investment in the target company, such as Lexasure, including any potential price appreciation of our securities.

A 1% U.S. federal excise tax may decrease the value of our securities following our initial Business Combination, hinder our ability to consummate an initial Business Combination, and decrease the amount of funds available for distribution in connection with a liquidation.

Pursuant to the Inflation Reduction Act of 2022 (the “IR Act”), commencing in 2023, a 1% U.S. federal excise tax is imposed on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations, with certain exceptions (the “Excise Tax”). The Excise Tax will apply to repurchases by us if we domesticate into the United States or if we are considered a surrogate foreign corporation under the Internal Revenue Code (the “Code”). We will be considered as a surrogate foreign corporation if, after our acquisition of a domestic corporation, at least 60% of our shares, by vote or value, is held by former shareholders of the domestic corporation by reason of their holding shares in the domestic corporation. If we acquire a domestic corporation, or engage in a transaction in which a domestic corporation becomes our parent or our affiliate, and because our securities are traded on Nasdaq, we may be, or become, a “covered corporation” within the meaning of the IR Act, and while not free from doubt, it is possible that the Excise Tax will apply to any redemptions of our ordinary shares after December 31, 2022, including redemptions in connection with a de-SPAC transaction.

The Treasury Department and the IRS recently issued interim guidance (the “Guidance”) addressing certain key aspects of the Excise Tax, pending forthcoming proposed regulations which are anticipated to be generally retroactive to January 1, 2023 when finalized. The Guidance clarified that the Excise Tax will not apply to complete corporate liquidations within the meaning of Section 331 of the Code. Although most commentators believe that this exception applies to the wind up of a SPAC, there remains uncertainty and any liquidation will need to be conducted with careful attention to planning and applicable rules and interpretive advice. Accordingly, there is a risk that the Excise Tax may apply to redemptions of our securities in connection with a liquidation that is not implemented to fall within the meaning of a complete liquidation in Section 331 of the Code.

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The Guidance also clarifies that a SPAC that redeems shares in connection with an extension process may be subject to the Excise Tax in respect to those redemptions, subject to considerations including whether there are applicable stock issuances during the taxable year, including in connection with an initial business combination or stock private placement, which would exceed and net against redemptions during such period (such netting, the “Netting Rule”) or if there occurs during the same fiscal year a complete liquidation of the SPAC in compliance with Section 331 of the Code.

Whether the Excise Tax will apply to redemptions in connection with a de-SPAC transaction may depend on the structure of the de-SPAC transaction, subject to application of the Netting Rule. For example, where the target business entity is the issuer of shares and/or other equity and in certain other business combination structures where the equity is not issued by the SPAC, the Excise Tax may apply.

Accordingly, there is a risk that if the Excise Tax is applicable, we could have reduced funds in our Trust Account to pay redemptions or that are available to a combined company following a de-SPAC, transaction.

In addition, in certain circumstances there may also be the risk that if existing SPAC investors elect to redeem their shares in the SPAC in a manner which triggers the Excise Tax, the reduced funds in the trust account if the Excise Tax is paid from the trust account would have an adverse economic effect on the remaining shareholders that did not elect to redeem. Consequently, if the Excise Tax is applicable to redemptions by the SPAC, there may be reduced funds available in the Trust Account if the Excise Tax is paid from the Trust Account, in the case of (i) liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Code, (ii) extensions, depending on the timing of the extension relative to when the SPAC completes a de-SPAC transaction or liquidates, and (iii) de-SPAC transactions, depending on the structure of the de-SPAC transaction.

For these reasons, the value of our securities may decrease as a result of the Excise Tax in some circumstances. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial Business Combination.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC on August 15, 2022. There has been no material change in the planned use of proceeds from the Company’s Initial Public Offering and Private Placement as described in the Registration Statement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Please refer to “Recent Development – Lexasure Second Financials Side Letter” under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” above for a summary regarding the Second Financials Side Letter entered into by and between the Company and Lexasure on November 8, 2023. The summary of the Second Financials Side Letter does not purport to be complete and is qualified in its entirety by reference to the Second Financials Side Letter, a copy of which is filed as Exhibit 10.1 to this Quarterly Report and incorporated herein by reference.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
10.1*		Side Letter, dated November 8, 2023, by and between the Company and Lexasure Financial Group Limited
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)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

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, thereunto duly authorized.


	Capitalworks Emerging Markets Acquisition Corp

Date: February 20, 2024	By:	/s/ Roberta Brzezinski
		Name: Roberta Brzezinski
		Title: Chief Executive Officer (Principal Executive Officer)


Date: February 20, 2024	By:	/s/ Herman G. Kotzé
		Name: Herman G. Kotzé
		Title: Chief Financial Officer (Principal Accounting and Financial Officer)

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