As filed with the Securities and Exchange Commission on  November 4, 2026. 

Registration No. 333-299285

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

450 7^th Avenue, Suite 905

New York, New York 10123

(866) 996-0777

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Zikang Wu, CEO 

450 7^th Avenue, Suite 905

New York, New York 10123

 (866) 996-0777

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

(1) The Co-Registrant has the following principal executive office:

Tigerless Health, Inc.

450 7th Avenue, Suite 905

New York, New York 10123

Attention: Zikang Wu

(2) The agent for service for the Co-Registrant is:

Tigerless Health, Inc.

450 7th Avenue, Suite 905

New York, New York 10123

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the U.S. Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS 

SUBJECT TO COMPLETION, DATED  NOVEMBER 4 , 2026

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF 

PIERMONT VALLEY ACQUISITION CORP.

PROSPECTUS FOR 

11,554,450 SHARES OF CLASS A COMMON STOCK, 22,400,000 SHARES OF CLASS B COMMON STOCK

AND

11,500,000 WARRANTS (AND 11,500,000 SHARES OF CLASS A COMMON STOCK UNDERLYING SUCH WARRANTS)

OF 

TIGERLESS AI HOLDINGS INC.

–––––––––––––––––––––––––––––

PIERMONT VALLEY ACQUISITION CORP. 

732 S 6^th Street, #5386

Las Vegas, Nevada 89101

LETTER TO SHAREHOLDERS

Dear Piermont Valley Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting of Piermont Valley Acquisition Corp., a Cayman Islands exempted company (“PVAC”), which will be held on December 9, 2026, at 10:00 a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

You can participate in the virtual Shareholder Meeting, vote and submit questions via live webcast by visiting  https://www.cleartrustonline.com/pvac. Please see “Questions and Answers about the PVAC Shareholder Proposals — How do I attend the virtual Shareholder Meeting?” in the accompanying proxy statement/prospectus for more information. Even if you are planning on attending the Shareholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Shareholder Meeting.

On April 17, 2026, PVAC entered into an Agreement and Plan of Merger (the “Business Combination Agreement”), by and among PVAC, Tigerless Health, Inc., a New York corporation (the “Company” or “Tigerless Health”), Tigerless AI Holdings Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“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” and together with Merger Sub 1, the “Merger Subs”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were approved by the board of directors of each of PVAC (the “PVAC Board”), Pubco, the Merger Subs, and the Company. Pursuant to the Business Combination Agreement, upon the closing of the Business Combination (the “Closing”), the Company will merge with and into Merger Sub 1 (the “Reorganization Merger”), with the Company being the surviving corporation of the Reorganization Merger and becoming a wholly-owned subsidiary of Pubco, and then, immediately following the consummation of the Reorganization Merger, Merger Sub 2 will merge with and into PVAC (the “Acquisition Merger”, and together with the Reorganization Merger the “Mergers”), with PVAC being the surviving corporation of the Acquisition Merger and becoming a wholly-owned subsidiary of Pubco. 

In connection with the Mergers, each (i) PVAC Class A ordinary share, par value $0.0001 per share (the “PVAC Class A Ordinary Shares”), and (ii) PVAC Class B ordinary share, par value $0.0001 per share (the “PVAC Class B Ordinary Shares” and, together with the PVAC Class A Ordinary Shares, the “PVAC Ordinary Shares”), issued and outstanding immediately prior to the effective time of the Mergers (the “Effective Time”) will be automatically cancelled and extinguished and converted into the right to receive one share of Class A nonvoting common stock of Pubco, par value $0.0001 per share (“Pubco Class A Common Stock”). All PVAC Ordinary Shares held in treasury by PVAC or owned by the Company will be cancelled and extinguished without consideration. At the Effective Time, each whole warrant of PVAC, each currently exercisable for one PVAC Class A ordinary share at an exercise price of $11.50 per share (the “PVAC Public Warrants”), that is outstanding immediately prior to the Effective Time shall be converted into a warrant to purchase one share of Pubco Class A Common Stock (“Pubco Warrants”), with each such warrant subject to substantially the same terms and conditions applicable to the PVAC Public Warrants prior to such conversion. Each PVAC unit, each consisting of one PVAC Class A Ordinary Share and one half of one PVAC Public Warrant (the “PVAC Units”), that is outstanding immediately prior to the Effective Time will be automatically separated into one PVAC Class A Ordinary Share and one-half of one PVAC Public Warrant, which underlying securities will be converted as described above; provided, however, that no fractional Pubco Warrants will be issued.

PVAC has had three sponsors since its IPO as follows:

Unless the context requires otherwise, references to the “SPAC Sponsors” mean the IPO Sponsor, the Vikasati Sponsor and the New Sponsor.

Following the consummation of the Business Combination, Zikang Wu, the founder and Chief Executive Officer of Tigerless Health and the expected Chief Executive Officer and a director of Pubco, is currently expected to be the only Pre-Closing Company Stockholder eligible to receive contingent post-closing earn-out consideration under the Business Combination Agreement. If all of the earn-out conditions are met, Mr. Wu would receive up to an additional 10,000,000 shares of Pubco Class A Common Stock. See “Proposal 1: The Business Combination Proposal-Business Combination Agreement-Consideration-Potential Earn Out Stock Issuance.”

Pubco has a dual common stock structure comprised of Pubco Class A Common Stock, which generally has no voting rights, and Pubco Class B Common Stock, par value $0.0001 per share (“Pubco Class B Common Stock” and together with the Pubco Class A Common Stock, the “Pubco Common Stock”), which has one vote per share. See “Description of Pubco Securities” in the accompanying proxy statement/prospectus.

Upon consummation of the business combination, the former Company stockholders will hold an aggregate of 5,600,000 shares of Pubco Class A Common Stock and 22,400,000 shares of Pubco Class B Common Stock and the former stockholders of PVAC will hold an aggregate of 5,954,450 shares of Pubco Class A Common Stock (assuming no redemption of PVAC shares).

The PVAC Units, PVAC Class A Ordinary Shares and PVAC Public Warrants are not currently quoted on any exchange or trading market. Pubco has applied for listing of the Pubco Class A Common Stock and Pubco Warrants on The Nasdaq Stock Market LLC (“Nasdaq”), under the symbols “TGAI” and “TGAIW,” respectively, as of immediately following the Closing.

The accompanying notice of the Shareholder Meeting and proxy statement/prospectus describe the business PVAC will conduct at the Shareholder Meeting and provide information about PVAC and the Company that you should consider when you vote your shares. As more fully described in the accompanying proxy statement/prospectus, which is dated November [•], 2026, and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

Each of the (a) Business Combination Proposal, (b) Pubco Organizational Documents Advisory Proposals, and (c) Adjournment Proposal are more fully described in the accompanying proxy statement/prospectus. Please take the time to read carefully each of the proposals in the accompanying proxy statement/prospectus before you vote.

When considering the PVAC Board’s recommendation, shareholders should consider the interests of Wei Qian, PVAC’s Chairman, Chief Executive Officer and Chief Financial Officer, and each of the SPAC Sponsors-CEMAC Sponsor LP, controlled by Robert Oudhof; Vikasati Sponsor, LLC, controlled by Suresh Guduru; and Valleypark Road, LLC, controlled by Xinying Wu. These interests include the Founder Shares to be converted into Pubco Class A Common Stock, the New Sponsor’s outstanding working-capital note and conversion right, voting arrangements, non-redemption and share-transfer arrangements, indemnification and D&O insurance rights, and PVAC’s right to designate one director to the Pubco Board. See “Interests of PVAC’s Directors and Officers and Others in the Business Combination,” “Information About PVAC-SPAC Sponsors” and “Certain Relationships and Related Person Transactions”for additional information on the foregoing interests.

Immediately following consummation of the Business Combination, the PVAC shareholders will beneficially own none of the voting power of Pubco Common Stock and certain of the pre-closing holders of Company Common Stock (including Zikang Wu who will serve as the Chief Executive Officer of Pubco upon consummation of the Business Combination) will beneficially own 100% of the voting power of Pubco Common Stock. Accordingly, following consummation of the Business Combination, Pubco will be a “controlled company” as defined in the corporate governance rules of Nasdaq and Zikang Wu will have the ability to determine all matters requiring shareholder approval following the Business Combination. While Pubco does not currently intend to take advantage of the exemptions to the corporate governance rules as a result of being a controlled company, it may do so in the future.

The following tables set forth the anticipated beneficial ownership of Pubco Common Stock immediately following consummation of the Business Combination, separately identifying affiliated and unaffiliated holders and showing Pubco Class A Common Stock and Pubco Class B Common Stock separately, under each redemption scenario. The first table is presented on a basic outstanding share basis; the second is presented on a fully diluted basis (giving effect to all earn-out shares, the exercise of all Pubco Warrants and New Sponsor Conversion Warrants, the conversion of all 5,000 shares of Series A Preferred Stock at the $10.00 conversion price, and the issuance of all shares reserved under the Pubco 2026 Equity Incentive Plan).

Beneficial Ownership — Basic Outstanding Share Basis

Note: The SPAC Sponsor holdings shown in the table above do not give effect to the 740,077 Founder Shares in the aggregate that are subject to transfer obligations at the Closing (510,077 held by CEMAC Sponsor LP, 140,000 held by Vikasati Partners LLC and 90,000 held by Valleypark Road, LLC). After giving effect to those transfers, the SPAC Sponsors are expected to hold 1,314,922, 1,546,001 and 2,149,000 shares of Pubco Class A Common Stock, respectively. See “Information about PVAC – SPAC Sponsors — Quantification of Sponsor Amounts, Obligations and Ownership.”

Beneficial Ownership — Fully Diluted Basis

Note: The SPAC Sponsor holdings shown in the table above do not give effect to the 740,077 Founder Shares in the aggregate that are subject to transfer obligations at the Closing (510,077 held by CEMAC Sponsor LP, 140,000 held by Vikasati Partners LLC and 90,000 held by Valleypark Road, LLC). After giving effect to those transfers, the SPAC Sponsors are expected to hold 1,314,922, 1,546,001 and 2,149,000 shares of Pubco Class A Common Stock, respectively. See “Information about PVAC – SPAC Sponsors — Quantification of Sponsor Amounts, Obligations and Ownership.”

 As contemplated by PVAC’s Amended and Restated Memorandum and Articles of Association (the “PVAC Charter”), the holders (the “Public Shareholders”) of the PVAC Class A Ordinary Shares (the “Public Shares”) issued as part of the Units in PVAC’s initial public offering may elect to redeem all or a portion of their shares in exchange for their pro rata portion of the funds held in the trust account established in connection with the IPO (the “Trust Account”) if the Business Combination is consummated, regardless of how such Public Shareholders vote in regard to the Business Combination Proposal.

On October 30, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, the redemption price per share was approximately $12.72  (which is expected to be the same approximate amount two business days prior to the Shareholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $2,575,000  as of October 30, 2026 (net of taxes paid and payable), divided by the total number of then outstanding Public Shares. The redemption price per share may increase between the date of this proxy statement/prospectus and the date that is two business days prior to the Shareholder Meeting due to any interest that accrues on the amount on deposit in the Trust Account prior to such date. PVAC’s shares are not currently trading. Accordingly, PVAC cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

SPAC Sponsors Compensation

Pursuant to the SEC’s rules governing special purpose acquisition companies (SPACs), securities of PVAC, and promissory notes from PVAC issued to any entity and/or person primarily responsible for organizing, directing or managing the business and affairs of a SPAC, such as PVAC, excluding its officers and directors who are not affiliates of any such entity, may be considered “compensation” awarded to or earned by a SPAC Sponsor (as defined in such rules).

On May 12, 2021, IPO Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of PVAC (“PVAC Class B Ordinary Shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share.

On December 3, 2021, PVAC consummated its initial public offering (“IPO”) of 23,000,000 PVAC Units, which included the exercise in full of the underwriter’s option to purchase an additional 3,000,000 PVAC Units at a price of $10.00 per PVAC Unit generating gross proceeds of $230.0 million before underwriting discounts and expenses. Simultaneously with the closing of the IPO, PVAC completed the private sale of an aggregate of 10,500,000 warrants (the “2021 PVAC Private Placement Warrants”), each exercisable to purchase one PVAC Class A Ordinary Share for $11.50 per share, subject to adjustment, to IPO Sponsor at a price of $1.00 per 2021 PVAC Private Placement Warrant. Also, in connection with the exercise of the underwriters’ over-allotment, the IPO Sponsor purchased an additional 1,200,000 warrants (the “Over-Allotment Warrants” and together with the 2021 PVAC Private Placement Warrants, the “PVAC 2021 Private Warrants”) at a purchase price of $1.00 per warrant, generating gross proceeds of $1,200,000.

On February 1, 2023, a loan agreement was entered into by and between PVAC and the IPO Sponsor (the “2023 Working Capital Loan”), pursuant to which the IPO Sponsor agreed to provide a loan of up to $1,500,000 to PVAC. On April 19, 2024, IPO Sponsor and PVAC terminated and cancelled the 2023 Working Capital Loan pursuant to a loan termination and release deed (the “Termination Agreement”). The Termination Agreement also provided for a mutual release of claims.

On May 18, 2023 and May 22, 2023, certain of PVAC’s unaffiliated investors (the “Non-Redeeming Investors”) entered into non-redemption agreements (“2023 Non-Redemption Agreements”) with the IPO Sponsor, pursuant to which such investors agreed to (a) not redeem an aggregate of up to 4,399,737 outstanding PVAC Class A Ordinary Shares (the “Investor Shares”) in connection with the an extension of time to complete a Business Combination and (b) vote the Investor Shares in favor of such extension at a meeting of shareholders. In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of an initial business combination, (i) the IPO Sponsor (or its designees) agreed to surrender and forfeit to PVAC, for no consideration, an aggregate of 1,099,935 PVAC Ordinary Shares and (ii) PVAC would issue to the Non-Redeeming Investors a like number of PVAC Class A Ordinary Shares.

On February 29, 2024, PVAC held an extraordinary general meeting in lieu of an annual general meeting of shareholders. At the meeting, PVAC’s shareholders approved a proposal to amend, by special resolution, PVAC’s Charter (a) to extend the date by which PVAC would be required to consummate a business combination to March 3, 2025 and (b) to permit the PVAC Board, in its sole discretion, to elect to wind up PVAC’s operations on an earlier date than March 3, 2025 (including prior to March 3, 2024).

On April 19, 2024, IPO Sponsor entered into a securities purchase agreement with Vikasati Sponsor, pursuant to which, among other things, Vikasati Sponsor purchased (a) one Class B ordinary share of PVCA (“PVAC Class B Ordinary Share”), (ii) 3,925,000 PVAC Class A Ordinary Shares and (iii) 7,605,000 2021 PVAC Private Warrants from IPO Sponsor, the existing directors and officers of PVAC resigned, and new directors and officers designated by Vikasati Sponsor were appointed.

On February 28, 2025, PVAC held another extraordinary general meeting of its shareholders (the “2025 Meeting”) to approve, among other proposals, an amendment to the PVAC’s Charter to extend the date by which it has to consummate an initial business combination to March 3, 2026. Effective February 27, 2025, PVAC and the Vikasati Sponsor entered into a non-redemption agreement with an unaffiliated third-party shareholder of PVAC in exchange for such shareholder agreeing to not redeem an aggregate of 200,000 PVAC Class A Ordinary Shares at the 2025 Meeting. In exchange for the foregoing commitment, the Vikasati Sponsor agreed to transfer to such shareholder, immediately prior to the closing of the Business Combination, an aggregate of 80,000 PVAC Class A Ordinary Shares held by the Vikasati Sponsor, provided that such shareholder did not exercise its redemption rights with respect to the 200,000 PVAC Class A Ordinary Shares in connection with the 2025 Meeting.

Effective as of July 11, 2025, the Vikasati Sponsor and New Sponsor entered into a purchase agreement (the “July 2025 Purchase Agreement”). Pursuant to the July 2025 Purchase Agreement, among other things: (a) Vikasati Sponsor transferred to New Sponsor an aggregate of 2,238,999 PVAC Class A Ordinary Shares and one PVAC Class B Ordinary Share; (b) PVAC, Vikasati Sponsor, and New Sponsor executed an amendment to the letter agreement originally executed in connection with the IPO; (c) Vikasati Sponsor gave to New Sponsor the irrevocable right to vote the shares retained by it on its behalf and Vikasati Sponsor; (d) IPO Sponsor agreed to take certain other actions on its behalf with respect to certain matters; and (d) IPO Sponsor and Vikasati Sponsor agreed to cancel an aggregate of 11,700,000 PVAC 2021 Private Warrants purchased by the IPO Sponsor at the time of the IPO.

On August 14, 2025, New Sponsor agreed to loan to PVAC up to an aggregate of $1,000,000 for working capital purposes. The loan is evidenced by a promissory note (the “August 2025 Note”) which is non-interest bearing and payable upon the consummation by PVAC of the Business Combination. Upon consummation of the Business Combination, New Sponsor will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into up to an aggregate of 666,667 warrants of Pubco (“New Sponsor Conversion Warrants” and together with the PVAC 2021 Private Warrants, the “PVAC Private Warrants”) at a conversion price of $1.50 per warrant, with each New Sponsor Conversion Warrant entitling the holder to purchase one share of Pubco Class A Common Stock, at an exercise price of $11.50 per share. The New Sponsor Conversion Warrants to be issued as a result of any conversion of the August 2025 Note will be identical to the PVAC 2021 Private Warrants If PVAC does not consummate the Business Combination, the August 2025 Note will not be repaid and all amounts owed under the August 2025 Note will be forgiven except to the extent that PVAC has funds available to it outside of the Trust Account.

On March 2, 2026, PVAC held another extraordinary general meeting of its shareholders (the “2026 Meeting”) to approve, among other proposals, an amendment to the PVAC’s Charter to extend the date by which it has to consummate an initial business combination to March 3, 2027. Effective February 24, 2026, PVAC and New Sponsor entered into a non-redemption agreement with an unaffiliated third-party shareholder of PVAC in exchange for such shareholder agreeing to not redeem an aggregate of 200,000 PVAC Class A Ordinary Shares at the 2026 Meeting. In exchange for the foregoing commitment, New Sponsor agreed to transfer to such shareholder, immediately prior to the closing of the Business Combination, an aggregate of 90,000 PVAC Class A Ordinary Shares held by New Sponsor, provided that such shareholder did not exercise its redemption rights with respect to the 200,000 shares in connection with the 2026 Meeting.

See the sections of this proxy statement/prospectus entitled “Certain Relationships and Related Party Transactions” for more information about certain of the above-described transactions.

In accordance with the SEC rules, the IPO Sponsor, Vikasati Sponsor, and New Sponsor are deemed to be PVAC’s sponsors.

The actual consideration paid for the sponsor securities was as follows: the IPO Sponsor paid PVAC $25,000 for 5,750,000 Founder Shares in April 2021 and $11,700,000 for 11,700,000 private placement warrants in December 2021; Vikasati Sponsor paid the IPO Sponsor $1.00 in April 2024 for one Class B Ordinary Share, 3,925,000 Class A Ordinary Shares and 7,605,000 private placement warrants; and the New Sponsor paid Vikasati Sponsor $100 in July 2025 for 2,238,999 Class A Ordinary Shares and one Class B Ordinary Share. All 11,700,000 private placement warrants were cancelled for no consideration on July 11, 2025 and will not be outstanding at the Closing. Based on an assumed value of $10.00 per share, the 1,824,999 Founder Shares held by the IPO Sponsor, the 1,686,001 Founder Shares held by Vikasati Sponsor and the 2,239,000 Founder Shares held by the New Sponsor have implied aggregate values of $18,249,990, $16,860,010 and $22,390,000, respectively, in each case before giving effect to the 740,077 Founder Shares in the aggregate that are subject to transfer obligations at the Closing, after which the SPAC Sponsors are expected to hold 1,314,922, 1,546,001 and 2,149,000 shares of Pubco Class A Common Stock, respectively. For a quantification of the amounts paid, owed and/or forgiven by each SPAC Sponsor and of each sponsor’s ownership before and after giving effect to those transfer obligations, see “Sponsor Compensation” in the Summary and “Information about PVAC – SPAC Sponsors — Quantification of Sponsor Amounts, Obligations and Ownership.”

The issuances of Pubco Class A Common Stock at Closing may result in material dilution of the non-redeeming shareholders of PVAC who become shareholders of Pubco. Each of the SPAC Sponsors, including the details of their involvement with PVAC, background about their key personnel and the involvement of such key personnel with other SPACs, is described further in the section of this proxy statement/prospectus entitled “Information about PVAC – SPAC Sponsors”.

Sponsor Transition and Related Arrangements.

On April 19, 2024, the IPO Sponsor, controlled by Robert Oudhof, entered into a securities purchase agreement with Vikasati Sponsor, controlled by Suresh Guduru, pursuant to which Vikasati Sponsor acquired one PVAC Class B ordinary share, 3,925,000 PVAC Class A ordinary shares and 7,605,000 private placement warrants, and the prior directors and officers resigned and were replaced by persons designated by Vikasati Sponsor.

Effective July 11, 2025, Vikasati Sponsor entered into a purchase agreement with the New Sponsor, controlled by Xinying Wu, pursuant to which Vikasati Sponsor transferred 2,238,999 PVAC Class A ordinary shares and one PVAC Class B ordinary share to the New Sponsor, the parties amended the IPO letter agreement, and the IPO Sponsor and Vikasati Sponsor granted the New Sponsor authority to vote an aggregate of 3,511,000 additional PVAC Class A ordinary shares held by them in favor of any proposed business combination, including the Business Combination and other related matters. The IPO Sponsor and Vikasati Sponsor also agreed to cancel an aggregate of 11,700,000 PVAC 2021 Private Warrants.

Proposed Post-IPO Material Financing and Related Transactions of SPAC

Pursuant to the Business Combination Agreement, PVAC and the Company are required to use their reasonable best efforts to identify, and obtain commitments from, potential investors for a private investment in an aggregate amount of $5,000,000 or more, to be consummated concurrently with or immediately prior to the Closing (the “PIPE Financing”). The terms of any PIPE Financing are to be mutually agreed by PVAC and the Company and set forth in subscription or purchase agreements satisfactory to both parties (the “PIPE Agreements”), which PVAC is responsible for preparing or causing to be prepared. The Company is required to reasonably cooperate in connection with the PIPE Financing process, including by providing information, access and management participation, subject to customary limitations. PVAC is also required to use its reasonable best efforts to cause any PIPE Financing reflected in executed PIPE Agreements to be consummated in accordance with its terms. On September 30, 2026, Pubco, PVAC and Tigerless Health entered into the PIPE Securities Purchase Agreement with Capstan Point, LLC (the “PIPE Investor”), pursuant to which the PIPE Investor committed to purchase 5,000 shares of Pubco’s Series A Convertible Preferred Stock for an aggregate purchase price of $5.0 million, without original issue discount. The financing is to be funded in two post-Closing tranches: $3.5 million on the first business day following the Closing and $1.5 million on the ninetieth business day following the Closing, subject to the conditions contained in the PIPE Securities Purchase Agreement. The Series A Preferred Stock is convertible into Pubco Class A Common Stock at a variable conversion price and includes a downward-resetting floor price, and therefore may result in substantial dilution to holders of Pubco Class A Common Stock. In addition, an aggregate of 2,000,000 shares of Pubco Class A Common Stock held by existing stockholders are to be transferred to the PIPE Investor as a closing fee, subject to a 4.99% beneficial-ownership limitation that may cause a portion of those shares to be delivered after the Closing. See “Summary of the Proxy Statement/Prospectus — PIPE Financing,” “Risk Factors,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Shares Eligible for Future Sale.”

Other Important Information:

The Business Combination Proposal and Pubco Organizational Documents Advisory Proposals are conditioned on the approval and adoption of each such proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Approval of the Business Combination Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of two-thirds of the PVAC Ordinary Shares represented in person, virtually, or by proxy and entitled to vote thereon and who vote at the Shareholder Meeting.

The Pubco Organizational Document Advisory Proposals and the Adjournment Proposal each require an ordinary resolution under the Companies Act of the Cayman Islands (Revised) (the “Cayman Companies Act”), being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding PVAC Ordinary Shares who are present in person (including virtually) or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

The PVAC Board has fixed the close of business on October 30, 2026 (the “Record Date”) as the date for determining PVAC’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of PVAC Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

Information about the Shareholder Meeting, the Business Combination, the Mergers and other related business to be considered by the shareholders of PVAC at the Shareholder Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Shareholder Meeting, all shareholders of PVAC are urged to carefully read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of PVAC and the Company carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 66 of the accompanying proxy statement/prospectus.

After careful consideration, the PVAC Board has unanimously determined that the foregoing proposals are advisable and in the best interests of PVAC and its shareholders, approved the Business Combination Agreement and the Business Combination and recommends that shareholders of PVAC vote “FOR” the Business Combination Proposal, “FOR” the Pubco Organizational Document Advisory Proposals, and “FOR” all other proposals presented to shareholders of PVAC in the accompanying proxy statement/prospectus. When you consider the PVAC Board’s recommendation of these proposals, you should keep in mind that certain directors and officers of PVAC have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal — Interests of PVAC’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting and will not constitute votes cast at the Shareholder Meeting and therefore will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Pubco Organizational Document Advisory Proposals, and the Adjournment Proposal. If you are a shareholder of record and you wish to attend the Shareholder Meeting and vote at the meeting, you may do so, even if you previously returned a proxy. If you previously returned a proxy, it will be automatically revoked if you attend the Shareholder Meeting and vote at the meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PVAC CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PVAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR PVAC ORDINARY SHARES (AND CERTIFICATES (IF ANY)) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR PVAC ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement/prospectus containing detailed information about the Shareholder Meeting, the Business Combination Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, PVAC urges you to read this material carefully and vote your shares.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco (File No. 333-299285), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended, with respect to certain securities of Pubco to be issued in connection with the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, for an extraordinary general meeting of PVAC to be held in connection with the Business Combination and at which PVAC shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination, among other matters.

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any other publicly available information concerning PVAC, without charge, by mailing a written request to Piermont Valley Acquisition Corp., 732 S 6^th Street, #5386, Las Vegas, Nevada 8910, or by contacting PVAC’s proxy solicitor, ClearTrust, LLC, by calling or by emailing inbox@cleartrusttransfer.com; or from the SEC through the SEC website at http://www.sec.gov.

In order for a PVAC shareholders to receive timely delivery of the applicable documents in advance of the extraordinary general meeting to be held on December 9, 2026, such shareholders must request the information no later than five business days prior to the date of the meeting, or by December 2, 2026.

PIERMONT VALLEY ACQUISITION CORP.

732 S 6^th Street, #5386

Las Vegas, Nevada 89101

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

OF PIERMONT VALLEY ACQUISITION CORP.

TO BE HELD ON DECEMBER 9, 2026

To the Piermont Valley Acquisition Corp. Shareholders:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Piermont Valley Acquisition Corp., a Cayman Islands exempted company (“PVAC”), will be held on December 9, 2026, at 10:00 a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

You can participate in the Shareholder Meeting, vote, and submit questions via live webcast by visiting  https://www.cleartrustonline.com/pvac. Please see “Questions and Answers about the PVAC Shareholder Proposals — How do I attend the virtual Shareholder Meeting?” in the accompanying proxy statement/prospectus for more information. Even if you are planning on attending the Shareholder Meeting online, please promptly submit your proxy vote online, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Shareholder Meeting.

On April 17, 2026, PVAC entered into an Agreement and Plan of Merger (the “Business Combination Agreement”), by and among PVAC, Tigerless Health, Inc., a New York corporation (the “Company”), Tigerless AI Holdings Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“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” and together with Merger Sub 1, the “Merger Subs”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were approved by the board of directors of each of PVAC (the “PVAC Board”), Pubco, the Merger Subs, and the Company. Pursuant to the Business Combination Agreement, upon the closing of the Business Combination (the “Closing”), the Company will merge with and into Merger Sub 1 (the “Reorganization Merger”), with the Company being the surviving corporation of the Reorganization Merger and becoming a wholly-owned subsidiary of Pubco, and then, immediately following the consummation of the Reorganization Merger, Merger Sub 2 will merge with and into PVAC (the “Acquisition Merger”, and together with the Reorganization Merger the “Mergers”), with PVAC being the surviving corporation of the Acquisition Merger and becoming a wholly-owned subsidiary of Pubco.

In connection with the Mergers, each (i) PVAC Class A ordinary share, par value $0.0001 per share (the “PVAC Class A Ordinary Shares”), and (ii) PVAC Class B ordinary share, par value $0.0001 per share (the “PVAC Class B Ordinary Shares” and, together with the PVAC Class A Ordinary Shares, the “PVAC Ordinary Shares”), issued and outstanding immediately prior to the effective time of the Mergers (the “Effective Time”) will be automatically cancelled and extinguished and converted into the right to receive one share of Class A nonvoting common stock of Pubco, par value $0.0001 per share (“Pubco Class A Common Stock”). All PVAC Ordinary Shares held in treasury by PVAC or owned by the Company will be cancelled and extinguished without consideration. At the Effective Time, each whole warrant of PVAC, each currently exercisable for one PVAC Class A ordinary share at an exercise price of $11.50 per share (the “PVAC Public Warrants”), that is outstanding immediately prior to the Effective Time shall be converted into a warrant to purchase one share of Pubco Class A Common Stock (“Pubco Warrants”), with each such warrant subject to substantially the same terms and conditions applicable to the PVAC Public Warrants prior to such conversion. Each PVAC unit, each consisting of one PVAC Class A Ordinary Share and one half of one PVAC Public Warrant (the “PVAC Units”), that is outstanding immediately prior to the Effective Time will be automatically separated into one PVAC Class A Ordinary Share and one-half of one PVAC Public Warrant, which underlying securities will be converted as described above; provided, however, that no fractional Pubco Warrants will be issued.

As a result of the transaction, Tigerless Health will effectively become a public company by combining with PVAC, a special purpose acquisition company. Before the closing, Tigerless Health formed Pubco as a new Nevada holding company. At the closing, Tigerless Health will merge with a New York merger subsidiary of Pubco, with Tigerless Health surviving as a wholly owned subsidiary of Pubco. Immediately after that merger, a Cayman Islands merger subsidiary of Pubco will merge with PVAC, with PVAC surviving as another wholly owned subsidiary of Pubco. As a result, Pubco will become the public holding company for Tigerless Health and PVAC. PVAC shareholders will receive one share of Pubco Class A Common Stock for each PVAC ordinary share they own, and PVAC warrants will become warrants to purchase Pubco Class A Common Stock. Tigerless Health stockholders will receive, in the aggregate, 5,600,000 shares of Pubco Class A Common Stock and 22,400,000 shares of Pubco Class B Common Stock. Pubco Class A Common Stock generally will not have voting rights, while Pubco Class B Common Stock will have one vote per share. Immediately after the closing, Zikang Wu is expected to hold all outstanding Pubco Class B Common Stock and therefore control all voting power of Pubco.

Following the consummation of the business combination, certain Company stockholders identified in the Business Combination Agreement, referred to in this proxy statement/prospectus as the “Pre-Closing Company Stockholders,” will be eligible to receive contingent post-closing earn-out consideration in the form of shares of Pubco Class A Common Stock. See “Proposal I: The Business Combination Proposal – Business Combination Agreement - Consideration – Potential Earn Out Stock Issuance.” Zikang Wu is currently anticipated to be the only Pre-Closing Company Stockholder that will be eligible to receive any earn-out issuances.

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and, if thought fit, voting upon the following resolutions:

Each of the (a) Business Combination Proposal, (b) Pubco Organizational Document Advisory Proposals, and (c) Adjournment Proposal are more fully described in the accompanying proxy statement/prospectus, which is dated November [•], 2026 and is first being mailed to shareholders on or about that date.

Record holders of PVAC Ordinary Shares at the close of business on October 30, 2026 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were  5,952,350  issued and outstanding PVAC Ordinary Shares, including without limitation the PVAC Class A ordinary shares (the “PVAC Class A Ordinary Shares”, and collectively with the PVAC Class B Ordinary Shares (as defined below), the “PVAC Ordinary Shares”) included in the units of PVAC (the “PVAC Units”) sold in PVAC’s initial public offering (the “IPO”, such PVAC Class A Ordinary Shares the “Public Shares”). Each PVAC Unit consists of one Public Share and one-half of one warrant, each whole warrant exercisable for one PVAC Class A Ordinary Share at an exercise price of $11.50 per share (the “PVAC Public Warrants”).

The holders of PVAC’s Class B Ordinary Shares issued prior to the IPO (and any PVAC Class A Ordinary Shares into which such Class B Ordinary Shares have been converted) (collectively, the “Founder Shares”) and PVAC’s officers and directors have agreed, subject to applicable securities laws, to vote any PVAC Ordinary Shares owned by them, including the Founder Shares, in favor of the proposals presented at the Shareholder Meeting, and have agreed to waive their redemption rights with respect to any PVAC Ordinary Shares owned by them in connection with this Shareholder Meeting. As of the date of the accompanying proxy statement/prospectus, the holders of the Founder Shares collectively hold approximately 96.6% of the issued and outstanding PVAC Ordinary Shares. As a result, it is expected that the proposals will be approved even if no holders of Public Shares vote in favor of such proposals.

After careful consideration, the PVAC Board has approved the Business Combination Agreement and the Business Combination and recommends that shareholders of PVAC vote “FOR” the Business Combination Proposal,” “FOR” the Pubco Organizational Document Advisory Proposals, and “FOR” all other proposals presented to shareholders of PVAC in the accompanying proxy statement/prospectus. When you consider the PVAC Board’s recommendation of these proposals, you should keep in mind that certain directors and officers of PVAC have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal — Interests of PVAC’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

As contemplated by PVAC’s current Amended and Restated Memorandum and Articles of Association (as amended, the “PVAC Charter”), the holders of Public Shares (the “Public Shareholders”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the trust account established in connection with the IPO (the “Trust Account”) if the Business Combination is consummated, regardless of how such Public Shareholders vote, or whether they vote at all, on the Business Combination Proposal.

On October 30, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, the redemption price per share would have been approximately $12.72, based on the aggregate amount on deposit in the Trust Account of approximately $2,575,000  as of October 30, 2026 (including interest not previously released to PVAC but net of expected taxes payable), divided by the total number of then outstanding shares of Public Shares. The redemption price per share may increase between the date of this proxy statement/prospectus and the date that is two business days prior to the Shareholder Meeting due to any interest that accrues on the amount on deposit in the Trust Account prior to such date, although we expect the redemption price two business days prior to the Shareholder Meeting will be approximately the same as the amount set forth above. PVAC’s shares are not currently trading. Accordingly, PVAC cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PVAC CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PVAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR PVAC CLASS A ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR PVAC CLASS A ORDINARY SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

The accompanying proxy statement/prospectus contains important information about the Shareholder Meeting, the Business Combination and the proposals described above. Whether or not you plan to attend the Shareholder Meeting, PVAC urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated November [•], 2026 and is first being mailed to shareholders on or about that date.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

“Acquisition Merger” means the merger of Merger Sub 2 with and into PVAC on the Closing Date immediately following the Reorganization Merger, with PVAC being the surviving corporation of the Acquisition Merger and becoming a wholly owned subsidiary of Pubco.

“ASC” means the FASB’s Accounting Standards Codification.

“Business Combination” or “Transactions” means the transactions contemplated by the Business Combination Agreement, including without limitation the Mergers.

“Business Combination Agreement” means that certain Agreement and Plan of Merger, by and among PVAC, the Company, Pubco and the Merger Subs, as the same may be amended from time to time, attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the Shareholder Meeting to approve the Business Combination.

“Cayman Companies Act” means the Companies Act (Revised) of the Cayman Islands, as amended from time to time.

“Certificate of Designations” means the Certificate of Designations of Series A Convertible Preferred Stock of Pubco to be filed with the Nevada Secretary of State prior to the first closing of the PIPE Financing.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Closing Fee Shares” means an aggregate of 2,000,000 shares of Pubco Class A Common Stock to be transferred to the PIPE Investor by one or more stockholders of Tigerless Health and/or PVAC pursuant to the PIPE Securities Purchase Agreement, with the timing and amount of each transfer subject to the 4.99% beneficial-ownership limitation described therein.

“Company” means Tigerless Health, Inc., a New York corporation.

“Company Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of the Company.

“Company Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of the Company.

“Company Common Stock” means the Company Class A Common Stock and Company Class B Common Stock, collectively.

“Company Stock Rights” means the options, warrants and other rights to purchase or convert or exchange into Company Stock.

“Company Stockholders” means the stockholders of the Company prior to the Closing.

“Continental” means Continental Stock Transfer & Trust Company, trustee of the Trust Account, warrant agent of the PVAC Public Warrants and transfer agent of the PVAC Ordinary Shares.

“Dissenting Holders” means holders of PVAC Class A Ordinary Shares that have not voted in favor of the Transactions and not withdrawn a demand for appraisal rights pursuant to Section 238 of the Companies Act.

“Equity Securities” means, with respect to any Person, (i) any shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interest in, such Person, (ii) bonds, debentures, notes or other Indebtedness having the right to vote (or convertible or exchangeable into or exercisable for securities having the right to vote) on any matters on which stockholders of the Person, in their capacity as such, would have the right to vote (“Voting Debt”), (iii) any securities of such Person convertible into or exchangeable for shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person, (iv) any warrants, calls, subscriptions, options or other rights (including preemptive rights) to subscribe for, purchase or acquire from such Person, or other obligations of such Person to issue, any shares of capital or capital stock, Voting Debt or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for shares of capital or capital stock, Voting Debt or other voting securities of, or other ownership interests in, such Person, or (v) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock or similar securities, profit participation, equity-based awards, or rights issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting securities of, other ownership interests in, such Person or any business, products or assets of such Person.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FASB” means the Financial Accounting Standards Board.

“Founder Shares” mean the PVAC Class B Ordinary Shares issued prior to the IPO and any PVAC Class A Ordinary Shares into which the PVAC Class B Ordinary Shares have been converted.

“Insiders” means the holders of the Founder Shares and each of the directors and officers of PVAC.

“Interim Period” means the period of time from April 17, 2026 until the earlier of the closing of the Business Combination or the termination of the Business Combination Agreement in accordance with its terms.

“IPO” means the initial public offering PVAC consummated on December 3, 2021.

“IPO Registration Statement” means the Registration Statement on Form S-1 filed with the SEC on October 27, 2021, as amended, and declared effective on November 30, 2021 (File No. 333-260513).

”Lockup Agreements” means the agreements to be entered into by certain securityholders of the Company restricting such holders right to sell their Pubco securities as provided for in such agreements.

“Mergers” means the Reorganization Merger and the Acquisition Merger, collectively.

“Merger Sub 1” means Tigerless Merger Sub 1 Corp., a New York corporation and wholly-owned subsidiary of Pubco.

“Merger Sub 2” means Tigerless Merger Sub 2 Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Pubco.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Person” means any individual, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind.

“PIPE Financing” means the private placement pursuant to the PIPE Securities Purchase Agreement under which Pubco has agreed to issue and sell to the PIPE Investor 5,000 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $5,000,000, without original issue discount, in two tranches following the Closing, subject to the conditions described under “Summary of the Proxy Statement/Prospectus — PIPE Financing.”

“PIPE Investor” means Capstan Point, LLC.

“PIPE Securities Purchase Agreement” means the Securities Purchase Agreement, dated as of September 30, 2026, by and among Pubco, PVAC, Tigerless Health and Capstan Point, LLC, as amended from time to time in accordance with its terms.

“Pubco Class A Common Stock” means the Class A common stock of Pubco.

“Pubco Class B Common Stock” means the Class B common stock of Pubco.

“Pubco Warrants” means the warrants to purchase Pubco Class A Common Stock.

“PVAC” means Piermont Valley Acquisition Corp., a Cayman Islands exempted company.

“PVAC Charter” means PVAC’s Amended and Restated Memorandum and Articles of Association, as amended.

“PVAC Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of PVAC.

“PVAC Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of PVAC.

“PVAC Ordinary Shares” means the PVAC Class A Ordinary Shares and PVAC Class B Ordinary Shares, collectively.

“PVAC Public Warrants” means the warrants issued in the IPO, each subject to the Warrant Agreement, dated November 30, 2021, by and between PVAC and Continental Stock Transfer & Trust Company, as warrant agent.

“PVAC Units” means the units of PVAC, which consist of one Public Share and one-half of one PVAC Public Warrant.

“Pubco” means Tigerless AI Holdings Inc., a Nevada corporation and wholly-owned subsidiary of the Company, which, following the Closing, will wholly own each of PVAC and the Company.

“Public Shares” means the PVAC Class A Ordinary Shares sold in the IPO.

“Public Shareholders” means holders of the Public Shares.

“Record Date” means October 30, 2026, the record date for the Shareholder Meeting.

“Registration Statement” means the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, as the same may be amended from time to time.

“Reorganization Merger” means the merger of the Company with and into Merger Sub 1 on the Closing Date, of which the Company will be the surviving corporation and a wholly owned subsidiary of Pubco.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Series A Preferred Stock” means Pubco’s Series A Convertible Preferred Stock, par value $0.00001 per share, having the rights, preferences, powers, restrictions and limitations set forth in the Certificate of Designations.

“Shareholder Meeting” means the extraordinary general meeting of PVAC, currently scheduled for December 9, 2026, where holders of PVAC Ordinary Shares will be asked to consider and vote upon the Business Combination Proposal, among other proposals, and to approve the Business Combination and adopt the Business Combination Agreement.

”U.S. GAAP” means the accounting principles generally accepted in the United States of America.

 TRADEMARKS

The Company has proprietary rights to certain of the trademarks and trade names used in this proxy statement/prospectus. This proxy statement/prospectus also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. Pubco, PVAC and the Company do not intend their use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of Pubco, PVAC or the Company by any other company. Solely for convenience, our trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that Pubco, PVAC or the Company will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry position and industry data and forecasts that Pubco, PVAC and the Company obtained or derived from internal company reports, independent third-party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above.

Statements as to industry position are based on market data currently available. While none of Pubco, PVAC or the Company are aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the Closing, the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings outlook and prospects of Pubco, PVAC and the Company during the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” “target,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on information available as of the date of this proxy statement/prospectus and on the current expectations, forecasts and assumptions of the management of Pubco, PVAC and the Company, involve a number of judgments, risks and uncertainties, and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks and uncertainties that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by PVAC and the following:

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Pubco, PVAC or the Company prove incorrect, actual results may vary in material respects from those projected in or contemplated by these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to Pubco, PVAC, or the Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, none of Pubco, PVAC, or the Company undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE PVAC SHAREHOLDER PROPOSALS

 The questions and answers below highlight only selected information from this document and only briefly address certain commonly asked questions about the proposals to be presented at the Shareholder Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to PVAC shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and other documents referred to herein, to fully understand the proposals to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting.

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus in connection with the Shareholder Meeting. PVAC is holding the Shareholder Meeting to consider and vote upon the proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

PVAC’s shareholders are being asked to consider and vote upon the Business Combination Proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby. The Business Combination Agreement provides that, among other things, upon the Closing, the Company will merge with and into Merger Sub 1 in the merger, with the Company being the surviving company of such Reorganization Merger and becoming a wholly owned subsidiary of Pubco, and, immediately thereafter and as part of the Closing, Merger Sub 2 will merge with and into PVAC in the Acquisition Merger, with PVAC being the surviving company of such Acquisition Merger and also becoming a wholly owned subsidiary of Pubco.

Pursuant to the Business Combination Agreement, at the Effective Time, each PVAC Ordinary Share issued and outstanding immediately prior to the effective time of the Mergers will be automatically cancelled and extinguished and converted into the right to receive one share of Pubco Class A Common Stock. All PVAC Ordinary Shares held in treasury by PVAC or owned by the Company will be cancelled and extinguished without consideration. At the Effective Time, each PVAC Public Warrant that is outstanding immediately prior to the Effective Time shall be converted into a warrant to purchase one share of Pubco Class A Common Stock, with each such Pubco Warrant subject to substantially the same terms and conditions applicable to the PVAC Public Warrants prior to such conversion. Each PVAC Unit, each consisting of one PVAC Class A Ordinary Share and one half of one PVAC Public Warrant, that is outstanding immediately prior to the Effective Time will be automatically separated into one PVAC Class A Ordinary Share and one-half of one PVAC Public Warrant, which underlying securities will be converted as described above; provided, however, that no fractional Pubco Warrants will be issued.

Accordingly, upon consummation of the business combination, the former Company stockholders will hold an aggregate of 5,600,000 shares of Pubco Class A Common Stock and 22,400,000 shares of Pubco Class B Common Stock and the former stockholders of PVAC will hold an aggregate of 5,954,450 shares of Pubco Class A Common Stock (assuming no redemption of PVAC shares).

Following the consummation of the business combination, certain Pre-Closing Company Stockholders will be eligible to receive contingent post-closing earn-out consideration in the form of shares of Pubco Class A Common Stock. See “Proposal I: The Business Combination Proposal – Business Combination Agreement - Consideration – Potential Earn Out Stock Issuance.” Zikang Wu is currently anticipated to be the only Pre-Closing Company Stockholder that will be eligible to receive any earn-out issuances.

In accordance with the Business Combination Agreement, the parties agreed to use commercially reasonable efforts to solicit investors for a PIPE Financing on terms approved by each of PVAC and the Company. On September 30, 2026, Pubco, PVAC and the Company entered into the PIPE Securities Purchase Agreement with the PIPE Investor. See “Summary of the Proxy Statement/Prospectus — PIPE Financing.” 

PVAC’s shareholders are being asked to consider and vote upon the Business Combination Proposal, Pubco Organizational Document Advisory Proposals, and the Adjournment Proposal, each as described in more detail below.

The New Sponsor currently owns 2,239,000 PVAC Class A Ordinary Shares and one PVAC Class B Ordinary Share and has been granted a power of authority to vote an aggregate of 3,511,000 additional PVAC Class A Ordinary Shares collectively held by the IPO Sponsor and Vikasati Sponsor, representing approximately 96.6% of the outstanding PVAC Ordinary Shares. The New Sponsor intends to vote, or cause to be voted, all of such shares in favor of the proposals. Accordingly, it is expected that the proposals will be approved.

Q: What is the expected per share value of the cash to be received by Pubco in the Business Combination?

A: As described in the sections entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination,” and ”— What happens if a substantial number of Public Shareholders exercise their redemption rights?”, the net cash to the balance sheet of Pubco and the total number of shares of Pubco Stock outstanding immediately following the Closing will depend upon the extent to which PVAC Public Shareholders exercise their redemption rights and the final size of any PIPE Financing. Although the parties to the Business Combination have deemed the value of the Pubco Common Stock to be $10.00 per share, the cash value per share of the Pubco Common Stock and the trading price of Pubco Common Stock following the Business Combination could be substantially less than such amount as well as the per-share amount held in the Trust Account. 

Set forth below is a calculation of the estimated net cash to be received by Pubco from the Trust Account in a no redemption scenario, 25% redemption scenario, 75% redemption scenario, and the 100% redemption scenario. Such calculations are based upon cash held in the Trust Account as of June 30, 2026 of approximately $12.12 per Public Share (rounded to the nearest cent).The total number of shares outstanding in the table below gives effect to the issuance of shares of Pubco Class A Common Stock to the PVAC Shareholders as consideration for their PVAC Ordinary Share in the Business Combination after giving effect to the number of Public Shares assumed redeemed as indicated in the table. The calculations do not assume the receipt of any debt or equity financing in connection with the Closing, including any PIPE Financing, or the issuance of any Pubco Common Stock under the 2026 Equity Incentive Plan or upon issuance of any Pubco Warrants.

Q: What are the specific proposals on which I am being asked to vote at the Shareholder Meeting?

A:PVAC shareholders are being asked to consider and vote on the following proposals:

For more information, please see “Shareholder Proposal No. 1: The Business Combination Proposal,” “Shareholder Proposal No. 2: The Pubco Organizational Document Advisory Proposals,” and “Shareholder Proposal No. 3: The Adjournment Proposal.”

After careful consideration, the PVAC Board has unanimously determined that the foregoing proposals are advisable and in the best interests of PVAC and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of PVAC’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of PVAC and its shareholders and what may be best for an officer’s or director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Shareholder Proposal No. 1: The Business Combination Proposal — Interests of PVAC’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” for a further discussion of these considerations.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q: Are the proposals conditioned on one another?

A: The Business Combination Proposal and Pubco Organizational Document Advisory Proposals are conditioned on the approval and adoption of each of the proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal. The Adjournment Proposal will only be put forth for a vote if PVAC and the Company mutually determine that additional time is required to consummate the Business Combination. If the Adjournment Proposal is put forth for a vote, none of the other proposals will be presented.

Q: Why is PVAC proposing the Business Combination Proposal?

A: PVAC is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. In its review of the Company, the PVAC Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the PVAC Board has determined that the positive factors outweighed the negative factors and that the Business Combination presents an attractive business combination opportunity and is in the best interests of Public Shareholders. The PVAC Board believes that, based on its review and consideration, the Business Combination with the Company presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Approval of the Business Combination by holders of PVAC Ordinary Shares is required by the Business Combination Agreement and the PVAC Charter.

Q: What will happen in the Business Combination?

A: Pursuant to the terms of the Business Combination Agreement, PVAC and the Company will complete a business combination, which will be effected through the merger of the Company with and into Merger Sub 1, with the Company being the surviving company of such Reorganization Merger and continuing in existence as a wholly owned subsidiary of Pubco, and the merger of Merger Sub 2 with and into PVAC, with PVAC being the surviving company of such Acquisition Merger and continuing in existence as a wholly owned subsidiary of Pubco. For information on how the Business Combination will affect the securities of PVAC, Pubco, and the Company, please see “— Why am I receiving this proxy statement/prospectus?” above and “Proposal No. 1: The Business Combination” below.

Q: What happens if a substantial number of Public Shareholders exercise their redemption rights?

A: Public Shareholders may vote “FOR,” “AGAINST” or not vote at all on the Business Combination and still exercise their redemption rights. In addition, there is no minimum cash condition to the closing of the Business Combination. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced substantially as a result of redemptions by Public Shareholders.

Given the terms of the Business Combination, the current shareholders of PVAC will beneficially own a lesser percentage of Pubco after Closing than they own of PVAC now. The Public Shareholders who do not redeem their Public Shares may experience dilution from several additional sources to varying degrees in connection with and after the Business Combination. Additionally, Pubco following the Closing may determine, subject to the receipt of any shareholder or stock exchange approvals that may be required, to issue more Pubco Common Stock or other equity securities of equal or senior rank in connection with privately negotiated transactions following the consummation of the Business Combination.

The issuance of Pubco Common Stock (or other equity securities of equal or senior rank) could have the following effects for holders of Public Shares who elect not to redeem their shares:

The tables below show the anticipated ownership of Pubco upon completion of the Business Combination, along with other potential sources of dilution. The tables show the potential impact of redemptions on the share ownership by non-redeeming shareholders in (i) a no redemption scenario, (ii) 25% redemption scenario, (iii) 75% redemption scenario, and (iv) 100% redemption scenario. The information in the tables below has been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in the below table. In addition, certain percentages presented in the tables below reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding. “Pro Forma Book Value” amounts set forth in the table below are calculated by subtracting total liabilities and the Series A Convertible Preferred Stock from total assets in each redemption scenario. “Dilution in Book Value Per Share to Class A Public Shareholders at Closing as Compared to Initial Public Offering Price of $10 per Share” set forth in the table below are calculated by subtracting pro forma book value per share in each redemption scenario from $10.00 per share. “Dilution in Book Value Per Share to Class A Public Shareholders at Closing as Compared to Redemption Price of $12.12 per Share as of June 30, 2026” set forth in the table below are calculated by subtracting pro forma book value per share in each redemption scenario from $12.12 per share.

The Insiders, the Company and/or their directors, officers, advisors or respective affiliates, may purchase Public Shares from Public Shareholders in privately negotiated transactions or in the open market prior to or following the completion of the Business Combination. If such purchases are made, the public “float” of Public Shares (prior to the Closing) or the Pubco Common Stock (following the Closing) and the number of beneficial holders of PVAC Ordinary Shares (prior to the Closing) or the Pubco Common Stock (following the Closing) may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of such securities on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for such securities.

Q: Will the parties engage in any third party financing in connection with the Business Combination? 

A. Yes. On September 30, 2026, Pubco, PVAC and Tigerless Health entered into the PIPE Securities Purchase Agreement with the PIPE Investor. The PIPE Investor committed to purchase 5,000 shares of Series A Preferred Stock for $5.0 million in the aggregate, consisting of 3,500 shares for $3.5 million on the first business day following the Closing and 1,500 shares for $1.5 million on the ninetieth business day following the Closing. Although the second-tranche commitment is binding and is not subject to a market-price, trading-volume, financing, due-diligence-out or discretionary condition, it remains subject to the continuing conditions specified in the PIPE Securities Purchase Agreement, including among others specified representations and covenants being true and correct, continued Nasdaq listing, absence of continuing Triggering Events or Pubco Defaults (as defined in the PIPE Securities Purchase Agreement), required registration-statement filings and any stockholder approval required by Nasdaq.

Each Preferred Share has a stated value of $1,000 and, absent a Triggering Event, is convertible at the holder’s option based on a Conversion Amount equal to 110% of stated value plus declared and unpaid dividends and other amounts then owed. The Conversion Price is the lower of $10.00 and 93% of the lowest daily VWAP during the five trading days preceding conversion, subject to a floor price initially equal to $2.00. The floor price resets lower, and only lower, on the effective date of the resale registration statement and every six months thereafter to 20% of the lower of the prior trading day’s closing price and the average closing price during the preceding five trading days, subject to applicable Nasdaq rules. Consequently, the number of shares of Pubco Class A Common Stock issuable upon conversion is variable and can increase substantially if the market price declines.

See “Summary of the Proxy Statement/Prospectus — PIPE Financing,” “Risk Factors,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Shares Eligible for Future Sale” for additional information.

Q: Did the PVAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: No. The PVAC Board determined it was not necessary to obtain a third-party valuation or fairness opinion given the due diligence it conducted in consultation with its financial and legal advisors and the expertise of its management team. The officers and directors of PVAC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries. The PVAC officers and directors used their collective experience and concluded that the valuation ascribed to the Company in the Business Combination was adequately substantiated.

Q: By what date must PVAC complete a business combination?

A: PVAC is a special purpose acquisition company formed as a Cayman Islands exempted company for the purpose of effecting an initial business combination with one or more businesses. Pursuant to the PVAC Charter, PVAC must consummate a business combination by March 3, 2027, unless PVAC’s shareholders approve an amendment to the PVAC Charter providing PVAC with additional time to complete a business combination.

Q: How are the funds in the Trust Account currently being held?

A: The Trust Account is located in the United States, with Continental acting as trustee. The funds are currently held in demand deposit accounts. 

Q: What happens to the funds deposited in the Trust Account after completion of the Business Combination?

A: After completion of the Business Combination, the funds held in the Trust Account will be used to pay holders of Public Shares who exercise redemption rights and to pay transaction expenses in an amount currently anticipated to be approximately $1.1 million, with any remaining balance used for the working capital and general corporate purposes of Pubco.

As of June 30, 2026, the Trust Account held approximately $2.48 million, representing approximately $12.12 per Public Share, based on 204,450 Public Shares outstanding. The funds currently remaining in the Trust Account have been significantly reduced as a result of prior redemptions by public shareholders in connection with extensions of PVAC’s deadline to complete a business combination. If the maximum number of Public Shares are redeemed in connection with the Business Combination, substantially all of the funds held in the Trust Account would be distributed to redeeming shareholders, and the combined company will have limited cash from the Trust Account available following the closing of the Business Combination. If a significant number of Public Shares are redeemed, however, Pubco may have limited funds available from the Trust Account and may need to rely on alternative sources of financing, including working capital loans from the SPAC Sponsors or other financing arrangements, to fund its operations following the Business Combination; alternatively, if no Public Shares are redeemed, the combined company would expect to have approximately $2.48 million available from the Trust Account before payment of transaction expenses. After payment of estimated transaction expenses associated with the Business Combination, the remaining funds will be used for working capital and general corporate purposes of the combined company. The Business Combination is not conditioned on the combined company having a minimum amount of cash at closing.

The redemption price per share will equal the aggregate amount on deposit in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to pay taxes) divided by the total number of then outstanding Public Shares. The redemption price per share may increase between the date of this proxy statement/prospectus and the date that is two business days prior to the Shareholder Meeting due to any interest that accrues on the amount on deposit in the Trust Account prior to such date, although we expect the redemption price two business days prior to the Shareholder Meeting will be approximately the same as the amount set forth above. These funds will not be released until the earlier of the completion of a business combination or PVAC’s liquidation.

Q: What conditions must be satisfied to complete the Business Combination?

A: Pursuant to the terms of the Business Combination Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite shareholder approvals contemplated by this proxy statement/prospectus. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Shareholder Proposal No. 1: The Business Combination Proposal — Business Combination Agreement — Conditions to Closing.”

Q: When do you expect the Business Combination to be completed?

A: It is currently expected that the Business Combination will be completed in the second half of 2026. This timing depends, among other things, on the approval of the proposals to be presented at the Shareholder Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted at the Shareholder Meeting and PVAC elects to adjourn the Shareholder Meeting to a later date or dates if PVAC and the Company mutually determine that additional time is required to consummate the Business Combination.

Q: How will the classes of Pubco Common Stock vote in the future?

A. Pursuant to the Business Combination Agreement, (i) each PVAC Ordinary Share issued and outstanding will be automatically converted into one share of Pubco Class A Common Stock (an aggregate of 5,954,450 shares assuming no redemption of Public Shares) and (ii) all Company Common Stock issued and outstanding immediately prior to the Effective Time, other than (a) Company Stock held in treasury by the Company or its wholly owned subsidiaries, as applicable, and (b) those shares of Company Common Stock owned by a Dissenting Holder, will be automatically converted into the right to receive an aggregate of 5,600,000 shares of Pubco Class A Common Stock and 22,400,000 shares of Pubco Class B Common Stock. Pubco Class A Common Stock will have no general voting rights and Pubco Class B Common Stock will have one vote per share. Accordingly, following consummation of the Business Combination, the PVAC equity holders and other holders of Pubco Class A Common Stock will have no voting power through their Pubco Class A Common Stock and the holders of the Pubco Class B Common Stock (including Zikang Wu, the Chief Executive Officer of the Company and who will serve as the Chief Executive Officer of Pubco upon consummation of the Business Combination) will beneficially own 100% of the combined voting power of Pubco Common Stock. As a result, following consummation of the Business Combination, Pubco will be a “controlled company” as defined in the corporate governance rules of Nasdaq and Zikang Wu will have the ability to determine all matters requiring shareholder approval following the Business Combination.

Q: Why is PVAC proposing the Pubco Organizational Document Advisory Proposals?

A: In connection with the Business Combination, Pubco will be domiciled in Nevada, as opposed to the Cayman Islands where PVAC is domiciled. The PVAC Charter contains various provisions that will not be applicable to Pubco following consummation of the Business Combination, including the provisions related to PVAC’s status as a blank check company. Removal of these provisions is desirable because they will serve no purpose following the Business Combination. For example, these proposed amendments remove the requirement for PVAC to dissolve and liquidate if a business combination is not completed within a certain period of time. In addition, pursuant to the Business Combination Agreement, PVAC and the Company have mutually determined that the authorized share capital of Pubco will be different from that of PVAC prior to the Business Combination. Such changes will be reflected in the proposed Pubco Charter to be adopted in connection with the Closing, which PVAC shareholders may vote upon on a non-binding advisory basis. For more information, see the section entitled “Shareholder Proposal No. 2: The Pubco Organizational Document Advisory Proposals”.

Q: Why is PVAC proposing the Adjournment Proposal?

A: Public Shareholders are also being asked to consider and vote upon the Adjournment Proposal to approve the adjournment of the Shareholder Meeting to a later date or dates if PVAC and the Company determine, among other things, that more time is necessary to consummate the Business Combination for any reason. For more information, see the section entitled “Shareholder Proposal No. 2: The Adjournment Proposal.”

Q: When and where will the Shareholder Meeting be held?

A: The Shareholder Meeting will be held on December 9, 2026, at 10:00 a.m., Eastern Time, as a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. Only shareholders who hold PVAC Ordinary Shares at the close of business on the Record Date will be entitled to vote at the Shareholder Meeting.

You can participate in the meeting, vote and submit questions via live webcast by visiting  https://www.cleartrustonline.com/pvac. Please see “— How do I attend the virtual Shareholder Meeting?” for more information.

Q: Who is entitled to vote at the Shareholder Meeting?

A: PVAC has fixed October 30, 2026 as the Record Date. If you are a shareholder of PVAC at the close of business on the Record Date, you are entitled to vote on matters that come before the Shareholder Meeting.

Q: How do I vote?

A: If you were a holder of record of PVAC Ordinary Shares on the Record Date, you may vote with respect to the proposals electronically, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Shareholders who hold their investments through a broker, bank or other nominee should follow the directions provided by their broker, bank or other nominee to vote their PVAC Ordinary Shares. For more information, see “— If my shares are held in ‘street name,’ will my broker, bank or nominee automatically vote my shares for me?”

Q: How do I attend the virtual Shareholder Meeting?

A: If you are a registered shareholder as of the Record Date, you will receive a proxy card from Continental, acting as transfer agent. The form contains instructions on how to attend the virtual Shareholder Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Clear Trust at  (813) 235-4490, or email at inbox@cleartrusttransfer.com .

You can pre-register to attend the virtual Shareholder Meeting starting December 14, 2026, at 9:00 a.m., Eastern Time (two business days prior to the meeting date). Enter the URL address into your browser  https://www.cleartrustonline.com/pvac, enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Shareholder Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

If you do not have access to Internet, you can listen only to the meeting by dialing (813) 308-9980 and when prompted enter the pin number 173547#. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

Shareholders who hold their investments through a broker, bank or other nominee will need to contact Continental to receive a control number to attend the virtual Shareholder Meeting. If you plan to vote at the Shareholder Meeting, you will need to have a legal proxy from your bank or broker or, if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. In either case you must contact Continental for specific instructions on how to receive the control number. Continental can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the directions provided by your broker, bank or other nominee to submit a voting instruction card or otherwise communicate your voting instructions to your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to PVAC or by voting online at the Shareholder Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. The Business Combination Proposal is a “non-routine” matter and therefore, brokers are not permitted to exercise their voting discretion with respect to these proposals.

If you hold your shares of PVAC in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal. Accordingly, your bank, broker, or other nominee can vote your shares on the Business Combination Proposal at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide. If your broker does not vote, it will have no effect on the Business Combination Proposal or the Adjournment Proposal. However, if your broker does not vote, your shares will not be counted as present for the purposes of establishing a quorum.

Q: What proposals must be passed in order for the Business Combination to be completed?

A: The Business Combination will not be completed unless the Business Combination Proposal and the Pubco Organization document Advisory Proposals are approved. If PVAC does not complete a Business Combination by the date required by the PVAC Charter, PVAC is required to cease all operations except for the purpose of winding up, redeeming out of funds lawfully available therefor all then outstanding Public Shares, and dissolve and liquidate, subject in each case to PVAC’s obligations under the Cayman Companies Act to provide for claims of creditors and other requirements of applicable law.

Q: How does the PVAC Board recommend that I vote?

A: The PVAC Board unanimously recommends that PVAC’s shareholders entitled to vote on the proposals vote as follows:

Q: How many votes do I have?

A: Public Shareholders have one vote per each PVAC Ordinary Share held by them on the Record Date for each of the proposals to be voted upon.

Q: How do the PVAC Insiders intend to vote?

A: The Insiders have agreed, subject to applicable securities laws, to vote any PVAC Ordinary Shares owned by them in favor of all of the proposals presented at the Shareholder Meeting. The Insiders also have agreed to waive their redemption rights with respect to any PVAC Ordinary Shares owned by them in connection with the Shareholder Meeting. The New Sponsor currently owns 2,239,000 PVAC Class A Ordinary Shares and one PVAC Class B Ordinary Share and has been granted a power of authority to vote an aggregate of 3,511,000 additional PVAC Class A Ordinary Shares collectively held by the IPO Sponsor and Vikasati Sponsor, representing approximately 96.6% of the outstanding PVAC Ordinary Shares. The New Sponsor intends to vote, or cause to be voted, all of such shares in favor of the proposals. Accordingly, it is expected that the proposals will be approved.

Q: What interests do the Insiders, including PVAC’s officers and directors, have that are different than the Public Shareholders?

A: When you consider the recommendation of the PVAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Insiders, including PVAC’s directors and executive officers, and their respective affiliates have interests in such proposal that are different from, or in addition to, those of Public Shareholders generally. These interests include, among other things, the interests described below:

The personal and financial interests of the Insiders as well as PVAC’s executive officers and directors may have influenced their motivation in identifying and selecting the Company as a business combination target, completing the Business Combination with the Company and influencing the operation of the business following the Business Combination. The existence of such financial and personal interests may result in conflicts of interest on the part of such executive officers, directors and Insiders between what he, she, or they may believe is in the best interests of PVAC and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. In considering the recommendations of the PVAC Board to vote for the proposals, its shareholders should consider these interests. See this section entitled “Shareholder Proposal No. 1: The Business Combination Proposal — Interests of PVAC’s Directors and Officers and Others in the Business Combination.”

In addition to the foregoing, PVAC’s officers and directors had fiduciary or contractual obligations to other entities while PVAC was seeking to locate a target business for a business combination. Accordingly, if any of PVAC’s officers or directors had become aware of a business combination opportunity which was suitable for an entity to which he or she had then-current fiduciary or contractual obligations, such officer or director would have been entitled to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity prior to PVAC and might have only decided to present it to PVAC if such entity rejected the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors were subject. PVAC’s Existing Charter provides that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer of PVAC shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as PVAC; and (ii) PVAC renounced any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and PVAC, on the other. Notwithstanding the foregoing, these other fiduciary or contractual obligations, and the Existing Charter’s waiver of such rights, did not impact PVAC’s search for an acquisition target.

Q: What are the material U.S. federal income tax consequences of the Business Combination? 

A: The parties intend that the Business Combination should qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and/or a transaction governed by Section 351 of the Code for U.S. federal income tax purposes. As such, no gain or loss should be recognized as a result of the Business Combination. Furthermore, although the Business Combination should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the parties to the Business Combination Agreement intend to report the Business Combination consistent with such qualification, such treatment is not a condition to completion of the Business Combination. If the Business Combination does not qualify as a reorganization within the meaning of Section 368(a) of the Code and does not otherwise qualify for tax-free treatment under Section 351 of the Code, it will be treated as a taxable stock sale. See the section entitled “Certain Material United States Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Material U.S. Federal Income Tax Effects of the Business Combination.”

Q: What constitutes a quorum?

A: A quorum of our shareholders is necessary to hold a valid meeting. The presence, in person virtually or by proxy, of shareholders holding a majority of the PVAC Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions will be considered present for the purposes of establishing a quorum. The holders of the Founder Shares beneficially own approximately 96.6% of the issued and outstanding PVAC Ordinary Shares as of the Record Date and will count towards this quorum. In the absence of a quorum, PVAC’s directors have the power to adjourn the Shareholder Meeting.

Q: What vote is required to approve the proposals presented at the Shareholder Meeting?

A: The approval of the Business Combination Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of two-thirds of the PVAC Ordinary Shares represented in person, virtually, or by proxy and entitled to vote thereon and who vote at the Shareholder Meeting. Each of the other proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the PVAC Ordinary Shares represented in person virtually or by proxy and entitled to vote thereon and who vote at the Shareholder Meeting at which a quorum is present. The New Sponsor currently owns 2,239,000 PVAC Class A Ordinary Shares and one PVAC Class B Ordinary Share and has been granted a power of authority to vote an aggregate of 3,511,000 additional PVAC Class A Ordinary Shares collectively held by the IPO Sponsor and Vikasati Sponsor, representing approximately 96.6% of the outstanding PVAC Ordinary Shares. The New Sponsor intends to vote, or cause to be voted, all of such shares in favor of the proposals. Accordingly, it is expected that the proposals will be approved.

Q: What if I do not want to vote “FOR” any of the proposals?

A: If you do not want any of the proposals to be approved, you should vote “AGAINST” such proposal.

If you attend the Shareholder Meeting in person virtually or by proxy, you may vote “AGAINST” the proposals and your PVAC Ordinary Shares will be counted for the purposes of determining whether the proposals (as the case may be) are approved.

However, if you fail to attend the Shareholder Meeting in person virtually or by proxy, or if you do attend the Shareholder Meeting in person virtually or by proxy but you abstain or otherwise fail to vote at the Shareholder Meeting (including as a result of a broker non-vote), your PVAC Ordinary Shares will not be counted for the purposes of determining whether any proposal is approved. Accordingly, your abstention or failure to vote (including as a result of a broker non-vote) will have no effect on the outcome of such proposal.

The Adjournment Proposal only will be put forth for a vote if PVAC and the Company mutually determine that additional time is required to consummate the Business Combination for any reason.

Q: What happens if the Business Combination is not consummated?

A: As indicated above, the New Sponsor currently owns 2,239,000 PVAC Class A Ordinary Shares and one PVAC Class B Ordinary Share and has been granted a power of authority to vote an aggregate of 3,511,000 additional PVAC Class A Ordinary Shares collectively held by the IPO Sponsor and Vikasati Sponsor, representing approximately 96.6% of the outstanding PVAC Ordinary Shares. The New Sponsor intends to vote, or cause to be voted, all of such shares in favor of the Business Combination. Accordingly, it is expected that Business Combination will be approved.

Notwithstanding the foregoing, it is possible the Business Combination may not be consummated for other business reasons or if the parties fail to satisfy all closing conditions. If the Business Combination or another initial business combination is not completed within the required time period provided for in the PVAC Charter, then as contemplated by and in accordance with the PVAC Charter, PVAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to PVAC to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the PVAC Board in accordance with applicable law, dissolve and liquidate, subject in each case to PVAC’s obligations under the Cayman Companies Act to provide for claims of creditors and other requirements of applicable law.

The holders of the Founder Shares waived their right to participate in any liquidation distribution with respect to the Founder Shares owned by them. There will be no distribution from the Trust Account with respect to the PVAC Public Warrants, which will expire worthless in the event PVAC dissolves and liquidates the Trust Account.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. Shareholders of record may send a later-dated, signed proxy card to Piermont Valley Acquisition Corp. at the address indicated for PVAC in the Notice of Meeting above, so that it is received by PVAC prior to the vote at the Shareholder Meeting (which is scheduled to take place on December 9, 2026) or attend the virtual Shareholder Meeting and vote electronically. Shareholders also may revoke their proxy by sending a notice of revocation to PVAC’s Chief Executive Officer, which must be received by PVAC’s Chief Executive Officer prior to the vote at the Shareholder Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q: How are votes counted?

A: Votes will be counted by the inspector of election appointed for the Shareholder Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes, if any. Shareholders who attend the Shareholder Meeting, either in person virtually or by proxy, will be counted (and the number of PVAC Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Shareholder Meeting. The presence, in person virtually or by proxy, of shareholders holding a majority of the PVAC Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting.

Q: If I am not going to attend the Shareholder Meeting, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Shareholder Meeting virtually or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you sign and return your proxy card without indicating how to vote on any particular proposal, the Ordinary Shares represented by your proxy will be voted in favor of each proposal. Proxy cards that are returned without a signature will not be counted as present at the Meeting and cannot be voted.

Q: What happens if I sell my shares before the Shareholder Meeting?

A: The Record Date for the Shareholder Meeting is earlier than the date of the Shareholder Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your PVAC Ordinary Shares after the Record Date, but before the Shareholder Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Shareholder Meeting, but will transfer ownership of the shares and will not hold an interest in PVAC after the Business Combination is consummated.

Q: Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A: Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Business Combination Agreement, that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 58 of this proxy statement/prospectus.

Q: If I am a holder of PVAC Ordinary Shares, do I have appraisal rights if I object to the Business Combination Proposal?

A: Holders of record of PVAC Ordinary Shares have appraisal rights in connection with the Merger under the Cayman Companies Act. PVAC shareholders wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for their PVAC Ordinary Shares must give written objection to the Business Combination Agreement and follow the procedures set out in Section 238 of the Cayman Companies Act, noting that any shareholder to whom the notice of dissent relates shall cease to have any of the rights of a shareholder of the Company except the right to be paid the fair value of his shares and certain other rights pursuant to section 238(7) of the Cayman Companies Act, until such dissenter rights may subsequently be lost and/or extinguished pursuant to the Cayman Companies Act. Since PVAC is a SPAC entity with no assets save for the trust proceeds, in practice, this will be largely similar to the redemption price. Accordingly, PVAC believes that such fair value would equal  approximately $12.72  (the redemption price per share as of October 30, 2026). A PVAC shareholder who elects to exercise appraisal rights must do so in respect of all of the PVAC Ordinary Shares that person holds and will lose their right to exercise their redemption rights as described herein. PVAC shareholders are recommended to seek their own legal advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Act.

Q: How do I exercise my redemption rights?

A: If you are a holder of Public Shares and wish to exercise your right to have your Public Shares redeemed in connection with the Business Combination Proposal, you must:

The address of Continental is listed under the question “— Who can help answer my questions?” below.

Holders of PVAC Units must elect to separate the underlying Public Shares and PVAC Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their PVAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the PVAC Units into the underlying Public Shares and PVAC Public Warrants, or if a holder holds PVAC Units registered in its own name, the holder must contact Continental directly and instruct it to do so.

In connection with the Business Combination Proposal, any holder of Public Shares will be entitled to request that their Public Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Shareholder Meeting, including interest earned on the funds held in the Trust Account and not previously released to PVAC to pay its taxes (which interest shall be net of taxes payable), divided by the number of then-outstanding Public Shares. As of October 30, 2026, this would have amounted to approximately $12.72  per Public Share.

However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which have priority over the redemption rights of Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the Shareholder Meeting.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time until the deadline for exercising redemption requests. If you tender or deliver your shares for redemption to Continental, acting as transfer agent, and later decide prior to the deadline for exercising redemption requests not to elect redemption, you may request that PVAC instruct Continental to return the shares (physically or electronically). You may make such request by contacting Continental at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests (although the PVAC Board may agree to honor such requests after such deadline in its sole discretion).

No request for redemption will be honored unless the holder’s shares have been tendered or delivered (either physically or electronically) to Continental by 5:00 p.m., Eastern Time, on December 14, 2026 (two business days prior to the initially scheduled date of the Shareholder Meeting).

If a holder of Public Shares properly makes a request for redemption and the Public Shares are tendered or delivered as described above, then, PVAC will, subject to the availability of lawful funds and consummation of the Business Combination, redeem Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the Shareholder Meeting. If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any PVAC Public Warrants that you may hold.

If the Shareholder Meeting is abandoned for any reason, then holders of Public Shares shall not have the right to redeem their Public Shares at this time.

Q: Am I required to vote against the Business Combination Proposal in order to have my Ordinary Shares redeemed?

A: No. You are not required to vote against the Business Combination Proposal, or to vote at all, in order to have the right to demand that PVAC redeem your Public Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on their pro rata portion of the Trust Account, net of taxes payable). If the Business Combination is not completed, holders of PVAC Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their PVAC Ordinary Shares will be returned to them.

Q: If I am a holder of PVAC Units, can I exercise redemption rights with respect to my PVAC Units?

A: No. Holders of issued and outstanding PVAC Units must elect to separate the PVAC Units into the underlying Public Shares and PVAC Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your PVAC Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the PVAC Units into the underlying Public Shares and PVAC Public Warrants or, if you hold PVAC Units registered in your own name, you must contact Continental, as transfer agent, directly and instruct them to do so. You are required to cause your Public Shares to be separated and delivered to Continental by 5:00 p.m., Eastern Time, on December 14, 2026 (two business days before the Shareholder Meeting) in order to exercise your redemption right with respect to your Public Shares.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: The U.S. federal income tax consequences of exercising redemption rights depend on a holder’s particular facts and circumstances. See the section entitled “— Certain Material United States Federal Income Tax Considerations — U.S. Federal Income Tax Consequences to U.S. Holders of PVAC Securities of Exercising Redemption Rights.” You are urged to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q: What should I do if I receive more than one set of voting materials for the Shareholder Meeting?

A: You may receive more than one set of voting materials for the Shareholder Meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive, or follow the directions to submit your proxy or voting instructions online, in order to cast your vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies for the Shareholder Meeting?

A: PVAC will pay the cost of soliciting proxies for the Shareholder Meeting. PVAC has engaged ClearTrust, LLC to assist in the solicitation of proxies for the Shareholder Meeting and will pay ClearTrust, LLC a fee for such services. PVAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. The directors, officers and employees of PVAC may also solicit proxies by telephone, by facsimile, by mail or on the Internet, but they will not be paid any additional amounts for soliciting proxies.

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus and to consider how the Business Combination Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee, and determine if you desire to exercise redemption rights in connection with the Business Combination Proposal.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

ClearTrust, LLC

16540 Pointe Village Dr, Ste 210

Lutz, FL 33558

Email: inbox@cleartrusttransfer.com

You also may obtain additional information about PVAC from documents filed with the SEC by following the instructions in the section entitled “— Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to tender or deliver your Public Shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to Continental, acting as transfer agent, at the address below prior to 5:00 p.m., Eastern Time, on December 14, 2026 (two business days prior to the date of the Shareholder Meeting). If you have questions regarding the certification of your position tendering or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30^th Floor

New York, New York 10004

Attn: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Proposals to be submitted for a vote at the Shareholder Meeting, whether or not you plan to attend such meeting, you should read this entire document carefully, including the Business Combination Agreement, attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.”

Parties to the Business Combination

PVAC

PVAC is a Cayman Islands exempted company incorporated on April 20, 2021 under the name Capitalworks Emerging Markets Acquisition Corp. PVAC was 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 address of PVAC is 732 S 6^th Street, #5386, Las Vegas, Nevada 89101.

Post-IPO Material Financing and Related Transactions of SPAC

Since the IPO, the material financing transactions listed in the table below have occurred prior to, or will occur in connection with, the consummation of the Business Combination, as described in further detail following the table:

Sponsor Compensation

Pursuant to the SEC’s rules governing special purpose acquisition companies (SPACs), securities of PVAC and promissory notes from PVAC issued to any entity and/or person primarily responsible for organizing, directing or managing the business and affairs of PVAC, excluding its officers and directors who are not affiliates of any such entity, may be considered “compensation” awarded to or earned by a SPAC Sponsor.

In accordance with the SEC rules, the SPAC Sponsors are deemed to be PVAC’s sponsors.

PVAC has had three SPAC Sponsors: CEMAC Sponsor LP, controlled by Robert Oudhof; Vikasati Partners LLC, controlled by Suresh Guduru; and Valleypark Road, LLC, controlled by Xinying Wu. Suresh Guduru served as PVAC’s Chairman and Chief Executive Officer from April 25, 2024 until July 11, 2025, when Wei Qian, the New Sponsor’s designee, became PVAC’s Chairman, Chief Executive Officer and Chief Financial Officer.

The actual consideration paid for the sponsor securities was as follows: the IPO Sponsor paid PVAC $25,000 for 5,750,000 Founder Shares in April 2021 and $11,700,000 for 11,700,000 private placement warrants in December 2021; Vikasati Sponsor paid the IPO Sponsor $1.00 in April 2024 for one Class B Ordinary Share, 3,925,000 Class A Ordinary Shares and 7,605,000 private placement warrants; and the New Sponsor paid Vikasati Sponsor $100 in July 2025 for 2,238,999 Class A Ordinary Shares and one Class B Ordinary Share. All 11,700,000 private placement warrants were cancelled for no consideration on July 11, 2025 and will not be outstanding at the Closing. No SPAC Sponsor has received any salary, fee or administrative payment from PVAC; PVAC’s former administrative services agreement with an affiliate of the IPO Sponsor, which provided for up to $20,000 per month, was terminated in connection with the April 2024 sponsor transition without any amounts having been paid.

The amounts to be paid by PVAC to the SPAC Sponsors consist of the $276,521 outstanding under the August 2025 Note and related advances, payable or convertible at the Closing. Separately, under the maximum-redemption scenario presented in the unaudited pro forma financial information, the New Sponsor has agreed, or will agree prior to Closing, to provide a $1,500,000 Transaction Cost Note; no amount under that contemplated note was funded or outstanding as of June 30, 2026. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The following table presents information regarding the SPAC Sponsor compensation:

Amounts shown as consideration paid for sponsor securities reflect the actual aggregate consideration paid in the applicable issuance or transfer.