Item 8.01 Other Events.
On February 23, 2023, Capitalworks Emerging Markets Acquisition Corp (the
"Company") issued a press release announcing that the extraordinary general
meeting of shareholders (the "Meeting"), originally scheduled for Friday,
February 24, 2023, is being postponed to Wednesday, March 1, 2023. At the
Meeting, shareholders will be asked to vote on proposals to amend the Company's
amended and restated memorandum and articles of association (the "A&R Memorandum
and Articles of Association") to (i) extend the date by which the Company would
be required to consummate a business combination from March 3, 2023 to December
3, 2023 (the "Extension Period") and (ii) permit the Company's board of
directors (the "Board"), in its sole discretion, to elect to wind up the
Company's operations on an earlier date than December 3, 2023 (including prior
to March 3, 2023) (together, the "Charter Amendments").
As a result of this change, the Meeting will now be held at 4:00 p.m., Eastern
Time, on Wednesday, March 1, 2023, via a live webcast
at https://www.cstproxy.com/cemac/2023. In addition, CEMAC Sponsor LP, the
Company's sponsor, may enter into arrangements with a limited number of
shareholders pursuant to which such shareholders would agree not to redeem the
Class A ordinary shares issued in the Company's initial public offering ("public
shares") beneficially owned by them in connection with the Charter Amendments.
Also, as a result of this change, the Company has extended the deadline for
holders of the public shares to submit their shares for redemption in connection
with the Charter Amendments to 5:00 p.m. Eastern Time on Monday, February 27,
2023 (the "Redemption Deadline").Any demand for redemption, once made, may be
withdrawn at any time until the Redemption Deadline and, thereafter, with the
Company's consent. Shareholders may request to reverse their redemption by
contacting the Company's transfer agent, Continental Stock Transfer & Trust
Company, at One State Street, 30th Floor, New York, New York 10004, Attn: Mark
Zimkind (e-mail:mzimkind@continentalstock.com).
The Company plans to continue to solicit proxies from shareholders during the
period prior to the Meeting. Only the holders of the Company's ordinary shares
as of the close of business on January 19, 2023, the record date for the
Meeting, are entitled to vote at the Meeting.
As previously disclosed, the Company has identified an Asian reinsurance company
(the "Partner") for an initial business combination. The Company believes that
the Partner represents a compelling opportunity for the Company to complete its
initial business combination and has entered into a non-binding letter of intent
with the Partner. The execution of a definitive business combination agreement
is subject to several conditions, including the completion of due diligence and
negotiation and preparation of documentation. The Company cannot assure that it
will enter into a definitive business combination agreement with Partner, and
the Board currently believes that there may not be sufficient time before March
3, 2023 to complete the initial business combination or obtain an automatic
three-month extension if the Company has signed a definitive agreement with
respect to an initial business combination by March 3, 2023 as currently
contemplated by the A&R Memorandum and Articles of Association and the Company's
investment management trust agreement, dated as of November 30, 2021.
Accordingly, the Board believes that it is in the best interests of the
Company's shareholders to provide the Company more time to consummate the
initial business combination, as well as to provide additional flexibility to
wind up the Company's operations prior to the end of the Extension Period.
If the Company has signed a definitive agreement with respect to an initial
business combination by March 3, 2023, the Company intends to cancel the Meeting
and will hold another shareholders' meeting prior to June 3, 2023 in order to
seek shareholder approval of a potential business combination or new extension
period.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements.
These forward-looking statements and factors that may cause such differences
include, without limitation, uncertainties relating to the Company's shareholder
approval of the Charter Amendments, its inability to sign a definitive agreement
for the initial business combination by March 3, 2023 and complete an initial
business combination within the required time period and other risks and
uncertainties indicated from time to time in filings with the Securities and
Exchange Commission (the "SEC"), including the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 2021 under the heading "Risk Factors"
and other documents the Company has filed, or to be filed, with the SEC. Readers
are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. The Company expressly disclaims any
obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the shareholders of the Company in favor of the
approval of the Charter Amendments. Investors and shareholders may obtain more
detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the definitive proxy statement dated
February 2, 2023 (the "Extension Proxy Statement"), which may be obtained free
of charge from the sources indicated below.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Charter
Amendments. This communication shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read
the Extension Proxy Statement as well as other documents filed by the Company
with the SEC, because these documents will contain important information about
the Company and the Charter Amendments. Shareholders may obtain copies of the
Extension Proxy Statement, without charge, at the SEC's website at www.sec.gov
or by directing a request to the Company's proxy solicitor: Advantage Proxy,
Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith, e-mail:
ksmith@advantageproxy.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated February 23, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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