{"url_path":"/sec/cmcaf/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/1865248/0001477932-26-003931-index.html","accession_number":"0001477932-26-003931","cik":"0001865248","ticker":"CMCAF","issuer_name":"Piermont Valley Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1865248/0001477932-26-003931-index.html","primary_entity_key":"0001865248","primary_entity_name":"Piermont Valley Acquisition Corp"},"word_count":1588,"has_tables":true,"body_markdown":"** **\n\n**Item 10. Directors, Executive Officers and Corporate Governance**\n\n \n\nOur current directors and executive officers are as follows:\n\n \n\n**Name**\n\n \n\n**Age**\n\n \n\n**Title**\n\nWei Qian\n\n \n\n40\n\nChairman, Chief Executive Officer, Chief Financial Officer and Director\n\n \n\n**Wei Qian** has served as the Director of Capital Markets at Fusion Park, LLC, a US-based firm specializing in climate change tech investments and consulting, since March 2023. Mr. Qian’s past roles include serving as General Manager in the New York office of Cathay Holding Corp., a private equity firm, from May 2021 to March 2023, as Interim CEO of Hemp Logic Inc., a US-based CBD company to spearhead its expansion in China, from August 2020 to May 2021, as Director of Investment at Xingtong Capital, an investment fund within the Shanshan Group, from July 2015 to July 2017, and as Vice Director of Investment at Transfar Holding Group, an investment company within Transfar Group, from July 2017 to August 2018. Mr. Qian’s career began in 2011 and he has had experience in private equity and venture capital, focusing on TMT, healthcare, and climate tech sectors. Mr. Qian served as an independent director of Battery Future Acquisition Corp., a SPAC, from March 2024 until its business combination with Class Over Inc. in April 2025. Mr. Qian received a bachelor’s degree from Shanghai Jiaotong University and an MBA from St. John’s University.\n\n \n\n**Board Leadership Structure and Role in Risk Oversight**\n\n \n\nWei Qian serves as Chief Executive Officer and Chairman of the Company. As a shell company, the Company does not believe that its size or the complexity of its operations warrants a separation of the Chairman and Chief Executive Officer functions. Furthermore, the Company believes that combining the roles of Chairman and Chief Executive Officer promotes leadership and direction for executive management, as well as allowing for a single, clear focus for the chain of command. While the Board does not have a lead independent director, the independent directors will meet in executive session regularly without the presence of management as appropriate.\n\n \n\nThe Board’s primary function is one of oversight. The Board as a whole works with the Company’s management team to promote and cultivate a corporate environment that incorporates enterprise-wide risk management into strategy and operations. Management periodically reports to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. Each committee of the Board is responsible by their committee charter for the evaluation of elements of risk management based on the committee’s expertise and applicable regulatory requirements. In evaluating risk, the Board and its committees consider whether the Company’s programs adequately identify material risks in a timely manner and implement appropriately responsive risk management strategies throughout the organization. Each of the committees reports to the Board as a whole as to their findings with respect to the risks they are charged with assessing.\n\n \n\nThe Board administers its cybersecurity risk oversight function directly (or through the audit committee when such committee is operational). The Board (or the audit committee when operational) has primary responsibility for overseeing our risk assessment and risk management policies (including with respect to cybersecurity matters). Additionally, the Board is informed regarding the risks facing the Company and coordinates with management and our cybersecurity team to ensure our board receives regular risk assessment updates from management. The Company does not currently retain any third party vendor to be responsible for identifying, assessing and managing the Company’s risks from cybersecurity threats.\n\n \n\nOur officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our charter.\n\n \n\nOur board of directors is structurally divided into three classes with only one class of directors being appointed in each year, and with each class serving a three-year term. However, at present the Company only has one director. We believe that this is sufficient given our current status as a shell corporation. In connection with any change(s) to such status, we will duly elect qualified individuals to our board of directors.\n\n \n\n \n\n58\n\n*Table of Contents*\n\n \n\n**Director Independence**\n\n \n\nThe Company does not have any directors on its board of directors who qualify as independent directors under the listing rules of Nasdaq listing standards.\n\n \n\n**Committees of the Board of Directors**\n\n \n\nOur board of directors has three standing committees: an audit committee, a compensation committee and a nominating committee. However, as of the date of the Purchase Agreement with the New Sponsor, these committees are no longer populated nor operational and are not expected to be so until consummation of a business combination. Given the Company’s current status as a shell company, the board believes this is appropriate for the Company at this time.\n\n  \n\n**Director Nominations**\n\n \n\nThe board established a nominating and governance committee at the time of the IPO. However, as of the date of the Purchase Agreement with the New Sponsor, this committee is no longer populated nor operational and is not expected to be so until consummation of a business combination. Director nominees are considered by the entire board, which presently consists of Wei Qian. Given the Company’s current status as a shell company, the board believes this is appropriate for the Company at this time.\n\n  \n\nThe board does not have a policy with regard to the consideration of any director candidates recommended by security holders. The board believes this is appropriate for a shell company such as the Company which has such a limited security holder base, including effective control over shareholder voting matters such as the Prior Sponsor has given its share ownership and powers of attorney to vote shares owned by New Sponsor among others. The board considers persons identified by its members, management, shareholders, investment bankers and others.\n\n \n\nThe board generally requires that persons to be nominated:\n\n \n\n \n\n·\nshould have demonstrated notable or significant achievements in business, education or public service;\n\n \n\n \n\n \n\n \n\n·\nshould possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and\n\n \n\n \n\n \n\n \n\n·\nshould have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.\n\n \n\nThe board will generally consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The board may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board does not distinguish among nominees recommended by shareholders and other persons.\n\n \n\n**Code of Business Conduct and Ethics**\n\n \n\nWe have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. Any amendments to or waivers of certain provisions of our Code Ethics will be disclosed in a Current Report on Form 8-K.\n\n \n\n \n\n59\n\n*Table of Contents*\n\n \n\n**Limitation on Liability and Indemnification of Officers and Directors**\n\n \n\nCayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.\n\n \n\nOur officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we complete a Business Combination.\n\n \n\nOur indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.\n\n \n\nWe believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors."}