CMCAU Capitalworks Emerging Markets Acquisition Corporation

 

 

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): February 29, 2024

 

Capitalworks Emerging Markets Acquisition Corp

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-41008		98-1598114
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1345 Avenue of the Americas, 11^th 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)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	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)		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		CMCAU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		CMCA		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		CMCAW		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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On February 29, 2024, Capitalworks Emerging Markets Acquisition Corp (the “Company”) held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:

 

(i) a proposal to amend, by special resolution, the Company’s amended and restated memorandum and articles of association, as amended (the “Extension Amendment”) (a) to extend the date by which the Company would be required to consummate a business combination from March 3, 2024 to March 3, 2025 and (b) to 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 March 3, 2025 (including prior to March 3, 2024) (the “Extension Amendment Proposal”);

 

(ii) a proposal to ratify, by ordinary resolution, the selection by the audit committee of the Board, Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024 (the “Auditor Ratification Proposal”); and

 

(iii) a proposal to approve, by ordinary resolution of the sole holder of the Class B ordinary share of the Company, with a nominal or par value of $0.0001 per share, the re-appointment of each of Whitney Baker as a Class I Director until the 2027 annual general meeting of the Company (the “Director Appointment Proposal”).

 

The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.

 

1.	Extension Amendment Proposal

 

For		Against		Abstain
8,359,690		492,311		0

 

Accordingly, the Extension Amendment Proposal was approved.

 

2.	Auditor Ratification Proposal

 

For		Against		Abstain
8,360,564		491,437		0

  

Accordingly, the Auditor Ratification Proposal was approved.

 

3.	Director Appointment Proposal

 

		For		Withheld
Whitney Baker		1		0

As previously disclosed, Michael Faber was nominated for re-appointment under the Director Appointment Proposal. However, because of Mr. Faber’s resignation on February 23, 2024, only the re-appointment of Whitney Baker as a Class I Director was considered at the Meeting.

 

Accordingly, the re-appointment of Whitney Baker as a Class I director was approved.

 

 

As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.

  

Shareholders holding 3,036,666 shares of the Company’s Class A ordinary shares exercised their right to redeem such Class A ordinary shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”) established in connection with its initial public offering (the “Redemption”). As a result, approximately $33,616,850 (approximately $11.07 per share) will be removed from the Trust Account to pay such holders.

 

Following the Redemption, there are 6,961,730 Class A ordinary shares and one Class B ordinary share issued and outstanding. As a result of the Redemption, CEMAC Sponsor LP, the sponsor of the Company, holds approximately 82.6% of the Company’s issued and outstanding Class A ordinary shares.

 

The Company filed the Extension Amendment with the Cayman Islands Registrar of Companies on February 29, 2024. A copy of the Extension Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
3.1		An Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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.

 

	Capitalworks Emerging Markets Acquisition Corp
Date: March 6, 2024	By:	/s/ Roberta Brzezinski
		Name:	Roberta Brzezinski
		Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

 

CAPITALWORKS EMERGING MARKETS ACQUISITION CORP
(THE “COMPANY")

 

 

EXTRACT OF THE MINUTES OF AN EXTRAORDINARY GENERAL MEETING IN LIEU OF AN

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY

HELD ON 29 FEBRUARY 2024

 

 

The Chairperson at the Extraordinary General Meeting in lieu of an Annual General Meeting of the Company held on 29 February 2024 (the "Meeting"), hereby certifies that this is a true extract of the minutes of the Meeting in respect of Proposal No.1:

 

1.

PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL

 

1.1	RESOLVED, by special resolution, that the amended and restated memorandum of association and articles of association of the Company be amended by the deletion of the existing Article 162 and the insertion of the following language as a new Article 162:

 

"162 (a) In the event that the Company does not consummate a Business Combination within the thirty nine month period following the closing of the IPO (or such earlier date as determined by the Board, in its sole discretion, and included in a public announcement) (the “Termination Date”)

 

(i)

the Company will cease all operations except for the purpose of winding up;

 

(ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay taxes, if any, (less up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(iii)

as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles 162(a)(i) and 162(a)(ii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Notwithstanding the foregoing, if any Founders acquire Public Shares in or after the IPO, they will each be entitled to receive liquidation distributions from the Trust Fund with respect to such Public Shares if the Company fails to complete a Business Combination by the applicable Termination Date.

 

(b)    If any amendment is made to Article 162(a) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the thirty nine month period following the closing of the IPO or with respect to any other provision relating to the rights of holders of the Class A Shares or pre-initial Business Combination activity, each holder of Public Shares shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay its taxes, if any, divided by the number of Public Shares then in issue. Notwithstanding the foregoing, the Company shall not redeem Public Shares in connection with such amendment that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions."

 

www.verify.gov.ky File#: 374585

Filed: 29-Feb-2024 16:51 EST Auth Code: A44904169024

 

2.

VOTING

 

2.1

The Resolutions were put to the meeting and each Resolution was carried.

 

	/s/ Roberta Brzezinski
	Name:	Roberta Brzezinski
		Chairperson
	Dated: 29 February 2024

 

www.verify.gov.ky File#: 374585

Filed: 29-Feb-2024 16:51 EST Auth Code: A44904169024

 

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Document Information [Line Items]
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Document Period End Date	Feb. 29, 2024
Current Fiscal Year End Date	--03-31
Entity File Number	001-41008
Entity Registrant Name	Capitalworks Emerging Markets Acquisition Corp
Entity Central Index Key	0001865248
Entity Tax Identification Number	98-1598114
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1345 Avenue of the Americas
Entity Address, Address Line Two	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
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Units Each Consisting Of One Class A Ordinary Share Par Value Dollar 0. 0001 Per Share And Onehalf Of One Redeemable Warrantt [Member]
Document Information [Line Items]
Title of 12(b) Security	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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Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CMCA
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Redeemable Warrants Included Aas Part Of The Units Each Whole War Exer For One Class A Ordinary Share At An Eexercise Price Of Dollar 11. 50 Per [Member]
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