07/15/2025 | Press release | Distributed by Public on 07/15/2025 14:39
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Ordinary Shares | (3) | 07/11-05:00/2025 | J(1) | 1(1) | (3) | (3) | Class A Ordinary Shares | 1(1) | (3) | 0 | D(4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Vikasati Partners LLC 44320 OSGOOD ROAD FREMONT, CA 94539 |
X | X | Chief Executive Officer | |
Guduru Suresh 44320 OSGOOD ROAD FREMONT, CA 94539 |
X | X | Chief Executive Officer |
/s/ Suresh Guduru, Managing Member of Vikasati Partners LLC. | 07/15-05:00/2025 | |
**Signature of Reporting Person | Date | |
/s/Suresh Guduru, Managing Member | 07/15-05:00/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On July 11, 2025, Vikasati Partners LLC (the "Sponsor") transferred these shares to the Valleypark Road, LLC, Issuer's new sponsor (the "New Sponsor") and affiliates in connection with a sponsor handover (the "Sponsor Handover"). |
(2) | These shares represent the Class A ordinary shares held by the Sponsor, acquired pursuant to that certain securities purchase agreement, dated April 19, 2024 (the "Securities Purchase Agreement") by and between the Sponsor and CEMAC Sponsor LP ("Prior Sponsor"). The Sponsor gave to New Sponsor the irrevocable right to vote the shares retained by it on its behalf and the Sponsor and Prior Sponsor agreed to take certain other actions on its behalf with respect to certain matters. Suresh Guduru is the managing member of the Sponsor, and accordingly, may be deemed to have beneficial ownership of the reported shares held by the Sponsor. Mr. Guduru disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly |
(3) | As described in the Issuer's registration statement on Form S-1 (File No. 333- 260513) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis, subject to certain adjustments described therein. The Class B ordinary shares have no expiration date. |
(4) | This share represents the Class B ordinary share held by the Sponsor, acquired pursuant to the Securities Purchase Agreement. The Sponsor is the holder of record of the reported shares. Suresh Guduru is the managing member of the Sponsor and accordingly, may be deemed to have beneficial ownership of the reported shares held by the Sponsor. Mr. Guduru disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |