Item 8.01 Other Events.
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, is being 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 as described in the final prospectus for the Company's initial
public offering. The Company intends to hold a shareholders' meeting prior to
June 3, 2023 in order to seek shareholder approval of the Business Combination
or a 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 Business
Combination, its inability to complete an the 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, 2022 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 March 1, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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