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): ~~August~~February 1424, ~~2025~~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 #5386LAS VEGAS, Nevada		89101
732 S 6th St., #5386Las 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	TradingSymbol(s)	Name of each exchange onwhich registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant	CMCAU	~~OTC~~None
Class A ordinary shares, par value $0.0001 per share	CMCAF	~~OTC~~None
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	CMCAW	~~OTC~~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 21.0301 ~~Creation~~Entry ofinto a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Agreement.

~~The~~On ~~information~~February ~~relating~~9, 2026, Piermont Valley Acquisition 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 ~~Note~~Company’s ~~included~~Amended inand ~~Item~~Restated ~~8.01~~Memorandum isand ~~incorporated~~Articles of Association (the “Charter”) to extend the date by ~~reference~~which init ~~this~~has ~~item~~to consummate an initial business combination to ~~the~~March ~~extent~~3, ~~required~~2027, ~~herein~~as described in the Proxy Statement.

~~Item~~On 4February 24, 2026, the Company and Valleypark Road LLC, the Company’s sponsor (“Sponsor”), entered into a non-redemption agreement and assignment of economic interest (“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 $0.010001 per share (the “Class A ordinary shares”), of the Company (the “Non-Redeemed Shares”) at the Meeting. In ~~Changes~~exchange 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 Company’s initial business combination, an aggregate of 90,000 Class A ordinary shares (“Founder Shares”) held by the Sponsor, provided that such shareholder does not exercise its redemption rights with respect to the Non-Redeemed Shares in ~~Registrant~~connection with the Meeting. The Non-Redemption Agreement is expected to increase the amount of funds that remain in the Company’s ~~Certifying~~trust ~~Accountant~~account established in connection with Company’s initial public offering following the Meeting.

~~Dismissal~~The foregoing description of ~~Independent~~the ~~Registered~~Non-Redemption ~~Public~~Agreement ~~Accounting~~does ~~Firm~~not purport to be complete and is qualified in its entirety by reference to the Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

~~(a) On~~Forward ~~August~~Looking 14, 2025, Board of Directors of Piermont Valley Acquisition Corp. (the “Company”) dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, effective immediately. On November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum LLP (“Marcum”). Substantially all of the partners and staff that provided attestation services with Marcum joined CBIZ CPAs.Statements

The ~~audit~~information ~~reports~~included herein may include, and oral statements made from time to time by representatives of ~~Marcum~~the onCompany may include, “forward-looking statements” within the meaning of the federal securities laws. Statements regarding likelihood of the approval of the proposals presented at the Meeting, the number of Non-Redeemed Shares and number of Founder Shares to be transferred in consideration thereof, the amount of cash in the Company’s ~~financial~~trust ~~statements~~account or our preliminary estimated per-share redemption price, as well as all other statements other than statements of ~~and~~historical ~~for~~fact ~~the~~included ~~fiscal~~in ~~years~~this ~~ended~~document ~~March~~are 31forward-looking statements. When used in this document, ~~2023~~words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and ~~2022~~similar ~~did~~expressions, ~~not~~as ~~contain~~they anrelate ~~adverse~~to ~~opinion~~us or our management team, identify forward-looking statements, but the absence of these words does not mean that a ~~disclaimer~~statement is not forward-looking. Such forward-looking statements are based on the beliefs of ~~opinion~~management, as well as assumptions made by, and ~~were~~information currently available to, the Company’s management. Forward-looking statements are not ~~qualified~~guarantees orof ~~modified~~future asperformance, 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. Forward-looking statements are subject to ~~uncertainty~~numerous conditions, ~~audit~~risks, ~~scope~~and oruncertainties, ~~accounting~~many ~~principle~~of which are beyond the control of the Company, ~~except~~including ~~for~~those aset ~~paragraph~~forth ~~relating~~in tothe ~~substantial~~Proxy ~~doubt~~Statement ~~about~~and in other reports filed by the Company's ~~ability~~with the Securities and Exchange Commission. The Company assumes no obligation and does not intend to ~~continue~~update or revise these forward-looking statements, whether as a ~~going~~result ~~concern~~of new information, future events or otherwise.

InNo ~~connection~~Offer with the audits of the Company’s financial statements for each of the two most recently completed fiscal years and in the subsequent interim period through August 14, 2025, there have been no (i) “disagreements” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of such disagreement(s) in connection with its reports, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that, as previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, the Company identified a material weakness in the effectiveness of its internal controls over its accounting for complex financial instruments, related to the restatement of previously issued financial statements.Solicitation

~~The~~This ~~Company~~communication ~~provided~~shall ~~Marcum~~not ~~with~~constitute aan ~~copy~~offer ofto sell or the ~~disclosures~~solicitation ~~contained~~of inan ~~this~~offer ~~Current~~to ~~Report~~buy onany ~~Form~~securities, ~~8-K~~nor ~~and~~shall ~~has~~there ~~requested~~be ~~that~~any ~~Marcum~~sale ~~issue~~of asecurities ~~letter,~~in ~~addressed~~any tostates ~~the~~or ~~SEC,~~jurisdictions ~~stating~~in ~~whether~~which such offer, solicitation or ~~not~~sale ~~Marcum~~would ~~agrees~~be ~~with~~unlawful prior to the ~~statements~~registration ~~contained~~or inqualification ~~this~~under ~~Item~~the 4securities laws of any such jurisdiction.~~01(a).~~ ANo ~~copy~~offering of ~~Marcum’s~~securities ~~letter~~shall ~~dated~~be ~~August~~made ~~14,~~except ~~2025,~~by ~~addressed~~means toof a prospectus meeting the ~~SEC,~~requirements isof ~~filed~~Section as10 ~~Exhibit~~of ~~16.1~~the toSecurities ~~this~~Act ~~Current~~of ~~Report~~1933, onas ~~Form~~amended, ~~8-K~~or an exemption therefrom.

~~Appointment of New Independent Registered Public Accounting Firm~~2

~~(b)~~Additional ~~Effective~~Information asand ofWhere ~~August 15, 2025, the Board of Directors of the Company approved the appointment of Aloba, Awomolo & Partners (“Aloba”)~~ to ~~serve~~Find as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024. The Company has authorized Marcum to respond fully to the inquiries of Aloba, as the successor independent registered accounting firm. It

~~During~~The Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company’s ~~two~~with ~~most~~the ~~recent~~SEC, ~~fiscal~~because ~~years~~these documents will contain important information about the Company and ~~subsequent~~the ~~interim~~Proposals. ~~period~~Shareholders ~~through~~may ~~August~~obtain ~~14,~~copies ~~2025~~of the Proxy Statement, ~~neither~~any amendments or supplements thereto and other documents containing important information about the Company, ~~nor~~once ~~anyone~~such ~~acting~~documents onare filed with the ~~Company~~SEC, without charge, at the SEC’s ~~behalf~~website ~~consulted~~at www.sec.gov or ~~Aloba~~by ~~with~~directing ~~respect~~a request to ~~any~~the ofCompany’s ~~the~~proxy ~~matters~~solicitor, orClearTrust, ~~reportable~~LLC, ~~events~~16540 ~~set~~Pointe ~~forth~~Village inDr., ~~Item~~Ste ~~304(a)(2)~~210, ofLutz, ~~Regulation~~Florida ~~S-K~~33558, Email: inbox@cleartrusttransfer.com.

2Participants in Solicitation

~~Item~~The 8Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the Proposals.01 ~~Other~~Information ~~Events~~regarding the Company’s directors and executive officers is available in its annual report on Form 10-K filed with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in Proxy Statement, which may be obtained free of charge from the sources indicated above.

On August 14, 2025, Valleypark Road, LLC (“Valleypark”) agreed to loan to the Company up to an aggregate of $1,000,000 for working capital purposes. The loan is evidenced by a promissory note (the “Note”) which is non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination with one or more businesses or entities (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 (the “Warrants”) of the Company, with each Warrant entitling the holder to purchase one of the Company’s Class A ordinary shares, at a conversion price of $1.50 per share. The Warrants to be issued as a result of conversion of the Note will be identical to the private placement warrants sold concurrently with the Company’s initial public offering.

If the Company does 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 that the Company has funds available to it outside of its trust account established in connection with the initial public offering (the “Trust Account”). The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing summary of the Note is qualified in its entirety by reference to the text of the Note, which is filed as an exhibit hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished with this report.

Exhibit No.		Description
10.1		~~Promissory~~Non-Redemption ~~note~~Agreement
16.1		Letter, dated August 14, 2025, from Marcum LLP addressed to the Securities and Exchange Commission.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 14, 2025	By:	/s/ Wei Qian
Dated: February 24, 2026	By:	/s/ Wei Qian
	Name:	Wei Qian
	Title:	Chairman and Chief Executive Officer

Filing Compare · Piermont Valley Acquisition Corp