Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

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.

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"). The Company has entered into the Tigerless Merger Agreement; the proposed transaction remains subject to shareholder, SEC, financing, listing and other closing conditions; and there is no assurance that the transaction will close. 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.

On 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.

On December 3, 2021, 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.

Simultaneously with the closing of the Public Offering, we completed the private sale of an aggregate of 10,500,000 warrants (the "Private Placement Warrants" and together with the Public Warrants, the "Warrants"), each exercisable to purchase one Class A ordinary share for $11.50 per share, subject to adjustment, to CEMAC Sponsor LP (the "IPO Sponsor"), at a price of $1.00 per Private Placement Warrant. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that we have an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering the Class A ordinary shares issuable upon the exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue 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 a result of our failure to have an effective registration statement by the 60th business day after the closing of the Business Combination), and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

We previously entered into a Forward Purchase Agreement with Camber Base, LLC pursuant to which Camber or its affiliates could have purchased up to $20.0 million of Forward Purchase Units in connection with an initial Business Combination. The agreement was subsequently terminated in connection with the sponsor change transaction, and neither party has any further obligations under the agreement.

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"), among other parties (the "Lexasure Business Combination").

On May 18, 2023 and May 22, 2023, certain unaffiliated investors (the "Non-Redeeming Investors") entered into non-redemption agreements (the "2023 Non-Redemption Agreements") with IPO Sponsor, pursuant to which the investors agreed (i) not to redeem an aggregate of up to 4,399,737 Class A ordinary shares in connection with the First Extension and (ii) to vote those shares in favor of the First Extension. In consideration of those commitments, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, the IPO Sponsor (or its designees) agreed to surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 ordinary shares, and the Company would issue to the Non-Redeeming Investors a like number of Class A ordinary shares.

On May 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 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.

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On February 27, 2024, in connection with the extension of the date by which we were required to consummate an 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 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 March 22, 2024, the parties to the Lexasure Business Combination Agreement entered into a Termination and Release Agreement pursuant to which they agreed to terminate the Lexasure Business Combination Agreement and the transactions contemplated thereby.

On April 19, 2024, IPO Sponsor 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 the IPO Sponsor, 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 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 Rule 5815(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 1,006,745 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $11.56. 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 IPO 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 the IPO Sponsor at the time of the IPO.

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 statements.

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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 warrant, 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.

Effective February 24, 2026, the Company and the New Sponsor entered into a non-redemption agreement with an unaffiliated third-party shareholder pursuant to which such shareholder agreed not to redeem an aggregate of 200,000 Class A ordinary shares in connection with the March 2, 2026 extension meeting. In exchange for the foregoing commitment, the New Sponsor agreed to transfer to such shareholder, immediately prior to the closing of the initial Business Combination, an aggregate of 90,000 Founder Shares held by the New Sponsor, provided that such shareholder did not exercise its redemption rights with respect to such shares in connection with the extension meeting.

On March 2, 2026, the Company held an extraordinary general meeting of shareholders at which the Company's shareholders approved an amendment to the Company's amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial Business Combination from March 3, 2026 to March 3, 2027. In connection with the Fourth Extension, shareholders holding 536 Class A ordinary shares exercised their right to redeem such shares at a per share redemption price of $12.02. As a result, $6,442 was removed from the Trust Account to pay such holders. Following the Fourth Extension, 204,450 Class A ordinary shares subject to possible redemption remained outstanding.

During the year ended March 31, 2026, 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 New Sponsor. As part of this transition, Vikasati 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 17, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Tigerless Health, Inc., a New York corporation ("Tigerless"), Tigerless AI Holdings Inc., a Nevada corporation and wholly-owned subsidiary of Tigerless ("Pubco"), Tigerless Merger Sub 1 Corp., a New York corporation and wholly-owned subsidiary of Pubco ("Merger Sub 1"), and Tigerless Merger Sub 2 Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Pubco ("Merger Sub 2"). The Merger Agreement provides for a business combination transaction (the "Transactions") pursuant to which, among other things, (i) Tigerless will merge with and into Merger Sub 1, with Tigerless surviving the merger as a wholly-owned subsidiary of Pubco (the "Reorganization Merger"), and (ii) immediately thereafter, Merger Sub 2 will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Pubco (the "Acquisition Merger" and together with the Reorganization Merger, the "Mergers"). Following the closing of the Transactions (the "Closing"), Pubco is expected to be the publicly traded parent company and the combined business of Tigerless and the Company will operate through Pubco and its subsidiaries.

At the effective time of the Acquisition Merger, each issued and outstanding ordinary share of the Company is expected to be cancelled and converted into the right to receive one share of Pubco Class A common stock, and the Company's outstanding warrants will be converted into warrants exercisable for shares of Pubco Class A common stock in accordance with their terms. In connection with the Reorganization Merger, each share of Tigerless capital stock will be converted into the right to receive shares of Pubco Class A or Class B common stock, as applicable, based on the exchange ratio set forth in the Merger Agreement. Following the Closing, former stockholders of Tigerless are expected to own a majority of the outstanding equity interests of Pubco.

The Merger Agreement also provides for contingent post-closing earn-out consideration. Zikang Wu, the founder and Chief Executive Officer of Tigerless and the expected Chief Executive Officer and a director of Pubco, is currently expected to be the only pre-closing Tigerless stockholder eligible to receive earn-out consideration. If all applicable earn-out conditions are satisfied, Mr. Wu may receive up to 10,000,000 shares of Pubco Class A common stock.

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The consummation of the Transactions is subject to customary closing conditions, including, among others, the approval of the Company's shareholders, the approval of Tigerless's stockholders, the effectiveness of the registration statement on Form S-4 submitted by Pubco to the Securities and Exchange Commission (the "SEC"), and the absence of any order or law prohibiting the Transactions. The parties intend to cause Pubco to apply to list its Class A common stock on The Nasdaq Stock Market (or another national securities exchange) in connection with the Closing, although there can be no assurance that such listing will be obtained.

In connection with the Transactions, the Company and Tigerless have agreed to use their reasonable best efforts to identify and obtain commitments from investors for a private investment in public equity financing (the "PIPE Financing") in an aggregate amount of at least $5,000,000, to be consummated concurrently with or immediately prior to the Closing. The terms of any such PIPE Financing have not yet been determined, and there are currently no binding commitments or agreements in place for the PIPE Financing.

The Merger Agreement includes customary representations, warranties and covenants of the parties, including, among others, covenants regarding the conduct of their respective businesses prior to the Closing and obligations to cooperate in preparing and filing the registration statement on Form S-4 and related proxy statement/prospectus. The Merger Agreement also contains termination rights for both the Company and Tigerless, including the right to terminate the agreement if the Transactions have not been consummated on or before September 30, 2026; provided that such date will be automatically extended to December 31, 2026 if the registration statement has not been declared effective by the SEC on or prior to September 30, 2026, subject to the terms and conditions of the Merger Agreement.

Results of Operations

For the three months ended June 30, 2026, we had a net loss of $5,402, consisting of formation and operating costs of $27,238, partially offset by dividend income of $21,834 earned on cash and cash equivalents held in the Trust Account and $2 of interest income.

For the three months ended June 30, 2025, we had a net loss of $897,045, consisting of formation and operating costs of $33,940 and a non-cash loss of $884,244 from the change in fair value of the warrant liability, partially offset by interest income of $21,139.

The Public Warrant liability was $1,150,000, or $0.10 per Public Warrant, at both June 30, 2026 and March 31, 2026; accordingly, no change in fair value was recognized during the quarter. The June 30, 2026 valuation used a binomial lattice model with an underlying share-price assumption of $2.66, an assumed Business Combination date of September 30, 2026, an expected term of 5.25 years, pre- and post-Business Combination volatility assumptions of 5% and 50%, respectively, a risk-free interest rate of 4.19% and a 40% probability of completing a Business Combination. Changes in these assumptions could result in material non-cash changes in the fair value of the warrant liability.

Liquidity and Capital Resources; Going Concern

As of June 30, 2026, we had $2,875 in cash and a working capital deficit of $352,705.

On August 14, 2025, the New Sponsor agreed to loan the Company up to $1,000,000 for working capital purposes pursuant to a non-interest-bearing promissory note payable upon the consummation of a Business Combination. Upon consummation of a Business Combination, the New Sponsor may convert the principal balance, in whole or in part, into warrants at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. If the Company does not consummate a Business Combination, the note will not be repaid and the amounts outstanding will be forgiven, except to the extent the Company has funds available outside the Trust Account. As of June 30, 2026 and March 31, 2026, $276,521 and $255,797, respectively, were outstanding under the note and related advances.

For the three months ended June 30, 2026, net cash used in operating activities was $555. The amount primarily reflected the net loss of $5,402, which included $21,836 of dividend and interest income earned on cash and cash equivalents, partially offset by a $4,847 increase in accounts payable and accrued expenses. Because the Trust Account assets are classified as cash equivalents, the income earned on those assets increased cash and cash equivalents and was not deducted in the indirect cash-flow reconciliation.

For the three months ended June 30, 2025, net cash used in operating activities was $4,469. The amount reflected the net loss of $897,045, adjusted for the $884,244 non-cash loss from the change in fair value of the warrant liability and changes in operating assets and liabilities of $8,332. Interest income of $21,139 earned on cash equivalents held in the Trust Account was included in operating cash flows and was not deducted in the indirect cash-flow reconciliation.

After giving effect to financing cash inflows, total cash and cash equivalents increased by $20,169 and $19,528 during the three months ended June 30, 2026 and 2025, respectively. Total cash and cash equivalents were $2,481,689 at June 30, 2026, including $2,478,814 held in the Trust Account, and $2,403,485 at June 30, 2025, all of which was held in the Trust Account.

For the three months ended June 30, 2026 and 2025, net cash provided by financing activities was $20,724 and $23,997, respectively. The 2026 amount represented borrowings under the New WCL Note, while the 2025 amount represented financing provided under the applicable prior related-party arrangement.

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Based on the foregoing, it is possible that $2,875 cash held outside the Trust Account on June 30, 2026, might not be sufficient to allow us to operate for at least 12 months from the date of this Report, assuming that an Initial Business Combination is not consummated during that time. Until consummation of the proposed Business Combination, we have used and may continue to use these funds to pay existing accounts payable, conduct due diligence, satisfy legal, accounting and other transaction-related costs, obtain financing, prepare required SEC filings and take other actions necessary to negotiate, structure and consummate the proposed Business Combination with Tigerless. If the Tigerless Merger Agreement is terminated, we may use available funds to evaluate and pursue an alternative Business Combination.

We can raise additional capital through Working Capital Loans from the New Sponsor or an affiliate of the New 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.

Going Concern Consideration

As of June 30, 2026, the Company had $2,875 of cash available outside the Trust Account and a working capital deficit of $352,705. The Company has incurred and expects to continue to incur significant costs in connection with its reporting obligations, financing activities and the proposed Business Combination. Management evaluated these conditions in accordance with ASC 205-40, Presentation of Financial Statements-Going Concern, and determined that the Company's limited liquidity, together with the requirement to cease operations, redeem the Public Shares and liquidate if an initial Business Combination is not completed by March 3, 2027, raises substantial doubt about the Company's ability to continue as a going concern for one year after the date these financial statements were available to be issued. Management's plans include obtaining additional working capital from the New Sponsor or third parties and completing the proposed Business Combination; however, there can be no assurance that additional financing will be available or that the proposed Business Combination will be completed. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Commitments and Contingencies

Registration Rights

The holders of the Founder Shares 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 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.

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.

In 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.

Vendor Agreements

As of June 30, 2026, the Company had accrued professional and other vendor costs of $79,059, which are included in accrued expenses in the accompanying balance sheets.

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Legal Proceedings

As of June 30, 2026, the Company was not a party to any pending legal proceedings and was not aware of any claims or loss contingencies that would have a material adverse effect on its financial position, results of operations or cash flows.

Consulting Agreements

On November 27, 2022, the Company entered into an agreement with a transactional and strategic advisory firm (the "First Strategic Advisor") for advisory services in connection with a potential Business Combination. Pursuant to this agreement, the Company would have been required to pay certain fees upon the consummation of a Business Combination.

In connection with the sponsor change transaction, the consulting agreement with the First Strategic Advisor was terminated, and no amounts are payable thereunder.

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 Lexasure 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 IPO 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, CEMAC Sponsor LP, 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, certain unaffiliated investors (the "Non-Redeeming Investors") entered into non-redemption agreements (the "2023 Non-Redemption Agreements") with CEMAC Sponsor LP (the "IPO Sponsor"), pursuant to which the investors agreed (i) not to redeem an aggregate of up to 4,399,737 Class A ordinary shares in connection with the First Extension and (ii) to vote those shares in favor of the First Extension. In consideration of those commitments, immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, the IPO Sponsor (or its designees) agreed to surrender and forfeit to the Company, for no consideration, an aggregate of 1,099,935 ordinary shares, and the Company would issue to the Non-Redeeming Investors a like number of Class A ordinary shares.

The forfeiture and issuance provisions of the 2023 Non-Redemption Agreements, under which the IPO Sponsor would have surrendered and the Company would have issued 1,099,935 shares, were not triggered because the Company did not consummate an initial Business Combination by the then-applicable deadline. No shares were surrendered, forfeited or newly issued under those provisions.

Separate from the untriggered forfeiture and issuance provisions described above, 740,077 existing Founder Shares remain subject to transfer obligations at the closing of an initial Business Combination: (i) 443,577 shares to legacy non-redemption investors pursuant to Section 7.5 of the July 2025 Purchase Agreement; (ii) 62,500 shares held by CEMAC Sponsor LP and 60,000 shares held by Vikasati Partners LLC to Meteora Strategic Capital, LLC; (iii) 80,000 shares held by Vikasati Partners LLC to Funicular Funds, LP pursuant to the February 27, 2025 arrangement; (iv) 90,000 shares held by the New Sponsor pursuant to the February 24, 2026 arrangement; and (v) 4,000 shares subject to a conditional assignment by CEMAC Sponsor LP to the Fir Tree funds. These are transfers of outstanding Founder Shares and do not increase the number of shares outstanding.

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Critical Accounting Estimates and Policies

This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on the financial statements and related notes contained in this Report, which have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires management to make estimates and judgments that affect reported amounts and disclosures. Management evaluates its estimates and judgments on an ongoing basis, including those relating to warrant liabilities, redeemable shares and accrued expenses. Actual results could differ from those estimates. The following are the Company's critical accounting policies and estimates.

Class A Ordinary Shares Subject to Possible Redemption

The Class A ordinary shares sold in the Initial Public Offering contain redemption provisions that are not solely within the Company's control. In accordance with ASC 480-10-S99, those shares are classified outside permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying amount of the redeemable shares to equal the redemption value at each reporting date. The remeasurement for the three months ended June 30, 2026 was $21,834 and was recorded as a charge to accumulated deficit.

Net Loss Per Ordinary Share

The Company applies the two-class method under ASC 260 to allocate net income or loss between Class A ordinary shares subject to possible redemption, Class A ordinary shares not subject to possible redemption and Class B ordinary shares. Remeasurement of the redeemable Class A ordinary shares is excluded from net loss per share. The Public Warrants are excluded from diluted net loss per share because their inclusion would be anti-dilutive or is contingent upon future events.

Warrants

The Company accounts for the Public Warrants as liabilities under ASC 815. The warrant liability is remeasured at fair value at each reporting date until the warrants are exercised or expire, and changes in fair value are recognized in the statements of operations. Following the suspension and delisting of the Company's securities from Nasdaq, quoted prices for the Public Warrants were no longer available in an active market. Accordingly, the Public Warrants are valued using a binomial lattice model and are classified within Level 3 of the fair value hierarchy.

The June 30, 2026 valuation used significant unobservable inputs, including an underlying share-price assumption of $2.66, an assumed Business Combination date of September 30, 2026, an expected term of 5.25 years, pre- and post-Business Combination volatility assumptions of 5% and 50%, respectively, a risk-free interest rate of 4.19%, a 40% probability of completing a Business Combination and a zero dividend yield.

The valuation requires significant judgment, particularly in estimating the probability and timing of a Business Combination and expected post-Business Combination volatility. Changes in these assumptions may result in material changes in the fair value of the warrant liability and corresponding non-cash gains or losses. The 11,700,000 Private Placement Warrants were cancelled on July 11, 2025 and no Private Placement Warrants remained outstanding at June 30, 2026.