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): March 2, 2026

 

Piermont Valley 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.)

 

732 S 6th St., #5386 Las Vegas, Nevada

 

89101

(Address of principal executive offices)

 

(Zip Code)

 

(929) 792-5788

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

☐

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

 

☐

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

 

☐

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

 

None

Class A ordinary shares, par value $0.0001 per share

 

 

CMCAF

 

None

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

 

CMCAW

 

None

 

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 5.03. Amendments to Articles of Incorporation or Bylaws.

 

The information included in Item 5.07 is incorporated by reference into this item to the extent required.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On March 2, 2026, Piermont Valley Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”). An aggregate of 5,950,000 Class A ordinary shares and one Class B ordinary share of the Company, which represented a quorum of the outstanding ordinary shares entitled to vote as of the record date of January 23, 2026, were represented in person (virtually) or by proxy at the Meeting.

 

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

 

 

(1)

Proposal No. 1 - The Extension Proposal - proposal to amend, by special resolution, the Company’s amended and restated memorandum of association and articles of association, as amended to extend the date by which the Company would be required to consummate a business combination from March 3, 2026 to March 3, 2027 and (b) to permit the board of directors of the Company, in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 3, 2027. The following is a tabulation of the votes with respect to this proposal:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

5,950,000

 

0

 

1

 

0

 

Because quorum was obtained and the only other proposal was approved, the Company did not hold a vote on the adjournment proposal that was set forth in the proxy statement for the Meeting.

 

An aggregate of 536 shares were redeemed in connection with the Extension Proposal, resulting in there being an aggregate of 5,954,419 Class A Ordinary Shares and 1 Class B Ordinary Share outstanding.

 

An amendment to the Company’s Amended and Restated Memorandum and Articles of Association to effectuate the Extension Proposal has been filed with the Cayman Islands Registrar of Companies.

 

 

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SIGNATURE

 

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

 

 

PIERMONT VALLEY ACQUISITION CORP

 

 

 

 

 

Dated: March 3, 2026

By:

/s/ Wei Qian

 

 

Name:

Wei Qian

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

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