Tigerless AI Holdings Inc.
Amendment No. 1 to the S-4 registration statement details the business combination between Piermont Valley Acquisition Corp (PVAC) and Tigerless Health, forming Tigerless AI Holdings (Pubco). The deal converts each PVAC ordinary share into one Pubco Class A non-voting share and each PVAC warrant into a Pubco warrant. Post-merger, Zikang Wu holds 22,400,000 Class B shares (66.0% basic, no-redemption scenario) and 100% of voting power, with up to 10,000,000 additional earn-out shares available.
- Shareholder vote scheduled for December 9, 2026 at 10:00 a.m. ET.
- Zikang Wu holds 22,400,000 Class B shares, 66.0% basic ownership and 100% voting power.
- Up to 10,000,000 earn-out shares available to Wu if conditions are met.
- Pubco seeks Nasdaq listing under tickers TGAI (Class A) and TGAIW (warrants).
- PVAC public shareholders hold just 204,450 Class A shares (0.6%) in no-redemption scenario.
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The deal concentrates 100% of voting power in founder Zikang Wu while public shareholders receive only non-voting shares, a governance structure investors should scrutinize before the December 9 vote.
A de-SPAC transaction with a dual-class structure that leaves public shareholders with zero voting power, a structure increasingly scrutinized by investors and exchanges.
PVAC public shareholders receive no voting power post-merger, and Pubco will be a Nasdaq "controlled company" with Wu able to determine all shareholder matters. Redemptions could leave public float as low as zero shares.