Current Report Filing (8-k)
22 April 2023 - 6:00AM
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2023-04-21
2023-04-21
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 21, 2023
Capitalworks Emerging Markets Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-36027 |
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98-1598114 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
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(IRS Employer
Identification No.) |
1345
Avenue of the Americas, 11th
Floor
New York, New York 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (202) 320-4822
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange
on
which registered |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
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CMCAU |
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The
Nasdaq Stock Market LLC |
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Class A ordinary shares, par value $0.0001 per share |
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CMCA |
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The
Nasdaq Stock Market LLC |
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Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
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CMCAW |
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The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act.
Item 8.01 Other Events.
As
previously disclosed, on March 1, 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 and postponed to Wednesday, March 1, 2023, was postponed indefinitely. The Meeting was being held to consider
and vote on proposals to amend the Company’s amended and restated 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 and
(ii) permit the Company’s board of directors, 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).
As
previously disclosed, 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”).
Upon
the execution of the Business Combination Agreement, the Company received an automatic three-month extension of the time to consummate
an initial business combination by June 3, 2023. As a result, the Company cancelled the Meeting. However, the Company intends to hold
an extraordinary general meeting of shareholders prior to June 3, 2023 in order to seek shareholder approval of a new extension period
to consummate the Business Combination or another initial business combination.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Capitalworks Emerging Markets Acquisition Corp. |
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Date: April 21, 2023 |
By: |
/s/ Roberta Brzezinski |
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Name: |
Roberta Brzezinski |
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Title: |
Chief Executive Officer |
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