UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2728, 2025

~~Capitalworks~~Piermont ~~Emerging~~Valley ~~Markets~~ Acquisition Corp (Exact name of registrant as specified in its charter)

Cayman Islands

001-41108

98-1598114

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

44320 Osgood Road

Freemont, CA

94539

(Address of principal executive offices)

(Zip Code)

(202) 741-3677

(Registrant’s telephone number, including area code)

Capitalworks Emerging Markets Acquisition Corp

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant	CMCAU	OTC

Class A ordinary shares, par value $0.0001 per share	CMCAF	OTC

Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	CMCAW	OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws.

OnThe ~~February~~information ~~18,~~included ~~2025,~~in ~~Capitalworks~~Item ~~Emerging~~5.07 ~~Markets~~is ~~Acquisition~~incorporated Corp (the “Company”) filed a definitive proxy statement on Schedule 14A (“Proxy Statement”) for the purposes of calling an extraordinary general meeting of the Company’s shareholders (the “Meeting”) to approve, among other proposals, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by ~~which~~reference itinto ~~has~~this toitem ~~consummate an initial business combination~~ to ~~March 3, 2026, as described in~~ the ~~Proxy~~extent ~~Statement~~required.

~~Effective~~Item February 27, 2025, the Company and Vikasati Partners, LLC, the Company’s sponsor (“Sponsor”), entered into a non-redemption agreement (“Non-Redemption Agreement”) with an unaffiliated third-party shareholder of the Company in exchange for such shareholder agreeing to not redeem an aggregate of 200,000 Class A ordinary shares, par value $05.~~0001 per share (the “Class A ordinary shares”), of the Company (the “Non-Redeemed Shares”) at the Meeting~~07. In ~~exchange~~Submission ~~for the foregoing commitment to the Company to not redeem the Non-Redeemed Shares, the Sponsor has agreed to transfer to such shareholder, contemporaneously with the closing~~ of ~~the~~Matters Company’s initial business combination, an aggregate of 80,000 Class A ordinary shares (“Founder Shares”) held by the Sponsor, provided that such shareholder does not exercise its redemption rights with respect to ~~the~~a ~~Non-Redeemed~~Vote ~~Shares in connection with the Meeting. The Non-Redemption Agreement is expected to increase the amount~~ of ~~funds~~Security ~~that remain in the Company’s trust account established in connection with Company’s initial public offering following the Meeting~~Holders.

~~The~~On ~~foregoing~~February ~~description~~28, 2025, Piermont Valley Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the ~~Non-Redemption~~“Meeting”). ~~Agreement~~An ~~does~~aggregate ~~not~~of ~~purport~~6,280,859 toClass beA ~~complete~~ordinary shares and isone ~~qualified~~Class inB ~~its~~ordinary ~~entirety~~share byof ~~reference~~the toCompany, which represented a quorum of the ~~Non-Redemption~~outstanding ~~Agreement~~ordinary ~~attached~~shares ~~hereto~~entitled to vote as ~~Exhibit~~of ~~10.1~~the record date of January 31, ~~which~~2025, iswere ~~incorporated~~represented ~~herein~~in person (virtually) or by ~~reference~~proxy at the Meeting.

~~Forward~~The ~~Looking~~Company’s ~~Statements~~shareholders voted on the following proposals at the Meeting, all of which were approved:

~~The~~(1) ~~information~~Proposal ~~included~~No. ~~herein~~1 ~~may~~— ~~include,~~The ~~and~~Extension ~~oral~~Proposal ~~statements~~— ~~made~~proposal ~~from time~~ to ~~time~~amend, by ~~representatives~~special ofresolution, the Company’s ~~may~~amended ~~include,~~and ~~“forward-looking~~restated ~~statements”~~memorandum ~~within the meaning~~ of ~~the~~association ~~federal~~and ~~securities~~articles ~~laws. Statements regarding likelihood~~ of ~~the approval of the proposals presented at the Meeting~~association, ~~the~~as ~~number~~amended ~~of Non-Redeemed Shares and number of Founder Shares~~ to beextend ~~transferred in consideration thereof,~~ the ~~amount~~date ofby ~~cash~~which in the Company’s ~~trust~~would ~~account~~be orrequired ~~our~~to ~~preliminary~~consummate ~~estimated~~a ~~per-share~~business ~~redemption~~combination ~~price,~~from asMarch ~~well as all other statements other than statements of historical fact included in this document are forward-looking statements. When used in this document~~3, ~~words~~2025 ~~such~~to asMarch ~~“anticipate~~3,” ~~“believe,”~~2026 ~~“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would”~~ and ~~similar~~(b) ~~expressions, as they relate~~ to uspermit ~~or our management team, identify forward-looking statements, but~~ the ~~absence~~board of ~~these~~directors ~~words~~of ~~does not mean that a statement is not forward-looking. Such forward-looking statements are based on~~ the ~~beliefs of management~~Company, asin ~~well~~its assole ~~assumptions made by~~discretion, ~~and~~to ~~information~~elect ~~currently~~to ~~available~~wind ~~to,~~up the Company’s ~~management.~~operations ~~Forward-looking~~on ~~statements~~an ~~are~~earlier ~~not~~date ~~guarantees~~than ofMarch ~~future performance~~3, ~~and actual results could differ materially from those contemplated by the forward-looking statements, so undue reliance should not be placed on forward-looking statements~~2026. ~~Forward-looking~~The ~~statements~~following ~~are~~is ~~subject~~a totabulation ~~numerous conditions, risks, and uncertainties, many~~ of ~~which are beyond~~ the ~~control~~votes ~~of the Company, including those set forth in the Proxy Statement and in other reports filed by the Company~~ with ~~the~~respect ~~Securities and Exchange Commission. The Company assumes no obligation and does not intend~~ to ~~update~~this ~~or revise these forward-looking statements, whether as a result of new information, future events or otherwise.~~proposal:

No Offer or Solicitation

	For		Against		Abstain		Broker Non-Votes
	6,280,860		0		0		0

~~This~~(2) ~~communication~~Proposal ~~shall~~No. ~~not~~2 ~~constitute~~— anThe ~~offer~~Redemption toLimitation ~~sell~~Amendment orProposal ~~the~~— ~~solicitation~~a ofproposal anto ~~offer~~eliminate, toby ~~buy~~way ~~any~~of ~~securities~~special resolution, ~~nor~~from ~~shall~~the ~~there~~charter bethe ~~any~~limitation ~~sale~~that ofthe ~~securities~~Company inmay ~~any~~not ~~states~~redeem orpublic ~~jurisdictions~~shares into ~~which~~the extent that such ~~offer,~~redemption ~~solicitation~~would orresult ~~sale~~in ~~would~~the beCompany ~~unlawful~~having ~~prior~~net totangible ~~the~~assets ~~registration~~(as ordetermined ~~qualification~~in ~~under~~accordance ~~the~~with ~~securities~~Rule ~~laws~~3a51-1(g)(1) of ~~any~~the ~~such~~Securities ~~jurisdiction.~~Exchange NoAct ~~offering~~ of ~~securities~~1934, ~~shall~~as beamended) ~~made~~of ~~except~~less bythan ~~means~~US$5,000,001 ofin aorder ~~prospectus~~to ~~meeting~~allow the ~~requirements~~Company ofto ~~Section~~redeem 10public shares irrespective of whether such redemption would exceed the ~~Securities~~redemption ~~Act~~limitation. The following is a tabulation of ~~1933,~~the asvotes ~~amended,~~with orrespect anto ~~exemption~~this ~~therefrom.~~proposal:

	For		Against		Abstain		Broker Non-Votes
	6,280,860		0		0		0

~~Additional~~(3) ~~Information~~Proposal ~~and~~No. ~~Where~~3 — The Name Change Proposal — a proposal to ~~Find~~amend, Itby special resolution, the charter to change the name of the Company from “Capitalworks Emerging Markets Acquisition Corp” to “Piermont Valley Acquisition Corp.” The following is a tabulation of the votes with respect to this proposal:

The Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Proposals. Shareholders may obtain copies of the Proxy Statement, any amendments or supplements thereto and other documents containing important information about the Company, once such documents are filed with the SEC, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, ClearTrust, LLC, 16540 Pointe Village Dr., Ste 210, Lutz, Florida 33558, Email: inbox@cleartrusttransfer.com.

	For		Against		Abstain		Broker Non-Votes
	6,280,860		0		0		0

~~Participants~~Because quorum was obtained and all proposals were approved, the Company did not hold a vote on the adjournment proposal that was set forth in ~~Solicitation~~the proxy statement for the Meeting.

~~The~~An ~~Company~~aggregate ~~and its directors and executive officers and other persons may be deemed to be participants in the solicitation~~ of ~~proxies~~1,006,745 ~~from~~shares ~~the~~were ~~Company’s~~redeemed ~~shareholders~~ in ~~respect~~connection ~~of the Proposals. Information regarding the Company’s directors and executive officers is available in its annual report on Form 10-K filed~~ with the ~~SEC.~~Extension ~~Additional~~Proposal, ~~information~~resulting ~~regarding the participants~~ in ~~the~~there ~~proxy~~being ~~solicitation~~an ~~and~~aggregate ~~a description~~ of ~~their direct and indirect interests are contained in Proxy Statement~~5,954,986 ~~which~~Class ~~may~~A beOrdinary ~~obtained~~Shares ~~free~~and of1 ~~charge~~Class ~~from~~B ~~the~~Ordinary ~~sources~~Share ~~indicated above~~outstanding.

~~Item~~Amendments to ~~9.01~~the ~~Financial~~Company’s ~~Statements~~Amended and ~~Exhibits~~Restated Memorandum and Articles of Association to effectuate the Extension Proposal and Name Change Proposal have been filed with the Cayman Islands Registrar of Companies.

~~(d) Exhibits~~2

~~The following exhibits are furnished with this report.~~SIGNATURE

Exhibit No.		Description
10.1		Non-Redemption Agreement and Assignment of Economic Interest
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PIERMONT VALLEY ACQUISITION CORP

Dated: March 7, 2025	By:	/s/ Suresh Guduru
	Name:	Suresh Guduru
	Title:	Chairman and Chief Executive Officer

~~SIGNATURE~~3

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CAPITALWORKS EMERGING MARKETS ACQUISITION CORP
Dated: February 27, 2025	By:	/s/ Suresh Guduru
	Name:	Suresh Guduru
	Title:	Chairman and Chief Executive Officer

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