Item 7.01 Regulation FD Disclosure.

On March 1, 2023, Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (the "Company"), entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among (i) the Company, (ii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares ("Lexasure"), (iii) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares ("Pubco"), (iv) CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco, (v) Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco, (vi) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the representative for the shareholders of the Company and Pubco (other than the Lexasure shareholders), and (vii) Ian Lim Teck Soon, an individual, in the capacity as the representative for the Lexasure shareholders, for a proposed business combination among the parties (the "Business Combination").

A copy of the press release with respect to the Business Combination is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing.




Item 8.01 Other Events.

As a result of having entered into the Business Combination Agreement, the Company shall have its deadline to consummate its initial business combination automatically extended by three months from March 3, 2023 to June 3, 2023 in accordance with Article 162(a)(i) of the Company's Amended and Restated Certificate of Incorporation.

Forward-Looking Statements

Certain statements included in this report are not historical facts, but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this report and on the current expectations of the Company's, Pubco's and Lexasure's respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company, Pubco and Lexasure. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include, without limitation, changes in business, market, financial, political and legal conditions.

These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, the inability of the parties to successfully or timely consummate the transactions contemplated by the Business Combination Agreement (collectively, the "Transaction"); the failure to realize the anticipated benefits of the Transaction; the ability of the Company prior to the Transaction, and Pubco following completion of the Transaction, to maintain (in the case of the Company) and to obtain and maintain (in the case of Pubco) the listing of the Company's shares prior to the Transaction, and, following the Transaction, Pubco's shares, on the Nasdaq Capital Market; costs related to the Transaction; the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the Business Combination Agreement by the shareholders of the Company, the risk that the Transaction may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline;; the outcome of any legal proceedings that may be instituted against the Company, Pubco or Lexasure related to the Transaction; the attraction and retention of qualified directors, officers, employees and key personnel of the Company and Lexasure prior to the Transaction, and Pubco following the Transaction; the ability of Pubco to compete effectively in a highly competitive market; the ability to protect and enhance Lexasure's corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in Lexasure's industry; the uncertain effects of the COVID-19 pandemic or other public health matters; competition from larger companies that have greater resources, technology, relationships and/or expertise; the future financial performance of Pubco following the Transaction, including the ability of future revenues to meet projected annual projections; the ability of Pubco to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; Lexasure's ability to execute its business plans and strategy; and those factors set forth in documents of the Company or Pubco filed, or to be filed, with the U.S. Securities and Exchange Commission ("SEC"). You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the "Risk Factors" section of the registration statement on Form F-4 and related proxy statement/prospectus and other documents to be filed by the Company or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The foregoing list of risks is not exhaustive.

Participants in the Solicitation

The Company, Pubco and Lexasure and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction described in this report under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on July 15, 2022, and is available free of charge at the SEC's website at www.sec.gov or by directing a request to: Capitalworks Emerging Markets Acquisition Corp., 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Company's shareholders in connection with the proposed Transaction will be set forth in the registration statement on Form F-4 containing a proxy statement/prospectus to be filed by Pubco with the SEC with respect to the proposed Transaction. These documents can be obtained free of charge from the sources indicated herein.

Important Information About the Transaction and Where to Find It

This report relates to a proposed Transaction between the Company and Lexasure. This report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transaction described herein, the Company, Pubco and Lexasure intend to file relevant materials with the SEC, including a registration statement on Form F-4 to be filed by Pubco, which will include a proxy statement/prospectus. Security holders are encouraged to carefully review such information, including the risk factors and other disclosures therein. The proxy statement/prospectus will be sent to all shareholders of the Company. The Company and Pubco will also file other documents regarding the proposed Transaction with the SEC. Before making any voting or investment decision, investors and security holders of the Company are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Transaction as they become available because they will contain important information about the proposed Transaction.





Non-Solicitation

This report does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination described herein and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.   Description
  99.1          Press Release, dated March 1, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

© Edgar Online, source Glimpses