Item 1.01 Entry Into a Definitive Material Agreement.

This section describes the material provisions of the Business Combination Agreement (as defined below) and certain related documents but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is filed herewith as Exhibit 2.1. Unless otherwise defined herein, capitalized terms used below have the meanings given to them in the Business Combination Agreement.

Business Combination Agreement

General Description of the Business Combination Agreement

On March 1, 2023, Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares ("CEMAC"), announced the execution of a definitive business combination agreement (the "Business Combination Agreement") with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, "Lexasure"), Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares ("Pubco"), CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco ("SPAC Merger Sub"), Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco ("Company Merger Sub" and, together with SPAC Merger Sub, the "Merger Subs"), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the shareholders of CEMAC and Pubco (other than the former Lexasure shareholders) (the "SPAC Representative"), and Ian Lim Teck Soon, an individual, in the capacity as the representative from and after the Effective Time for the former Lexasure shareholders (the "Seller Representative"), for a proposed business combination among the parties (the "Business Combination"). Pursuant to the Business Combination Agreement, Pubco will serve as the parent company of each of CEMAC and Lexasure following the consummation of the Business Combination.

Under the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"), among other matters, (a) SPAC Merger Sub will merge with and into CEMAC, with CEMAC continuing as the surviving entity (the "SPAC Merger"), and in connection therewith each issued and outstanding security of CEMAC immediately prior to the effective time of the Mergers (as defined below) (the "Effective Time") will no longer be outstanding and will automatically be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Company Merger Sub will merge with and into Lexasure, with Lexasure continuing as the surviving entity (the "Company Merger", and, together with the SPAC Merger, the "Mergers"), and in connection therewith (i) the Lexasure shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive ordinary shares of Pubco ("Pubco Ordinary Shares") and (ii) all convertible securities of Lexasure will be terminated; and (c) as a result of the Mergers, CEMAC and Lexasure will each become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and the documents and agreements ancillary to the Business Combination Agreement (the "Ancillary Documents") and in accordance with applicable law (collectively, the "Transactions").











Consideration; Earnouts

The total consideration to be paid by Pubco to Lexasure's shareholders at the Closing (the "Merger Consideration") will be an amount equal to $250,000,000 plus the amount of aggregate net proceeds actually received by Lexasure between signing and Closing of the Business Combination Agreement in respect of investments in Company securities. The Merger Consideration will be payable in new Pubco Ordinary Shares, each valued at a price per share equal to the price per share at which CEMAC public shareholders may redeem their CEMAC ordinary shares in connection with the Closing.

CEMAC public shareholders who do not redeem their CEMAC ordinary shares in connection with the Transactions will receive one Pubco Ordinary Share per CEMAC ordinary share.

In addition, the Lexasure shareholders will have the contingent right to receive up to an aggregate maximum of 5,000,000 additional Pubco Ordinary Shares (the "Earnout Shares") as contingent consideration after the Closing based on Pubco, Lexasure and their respective subsidiaries achieving certain adjusted net income milestones for the fiscal years ending June 30, 2023 and June 30, 2024 (each such fiscal year, an "Earnout Year"), based on the PCAOB audited consolidated financial statements for Pubco for each such fiscal year filed with the U.S. Securities and Exchange Commission ("SEC"), as follows:

(i) an aggregate of 2,500,000 Earnout Shares will be issued to the Lexasure


     shareholders in the event that adjusted net income for the Earnout Year
     ending June 30, 2023 is at least $18,000,000; and

(ii) an aggregate of 2,500,000 Earnout Shares will be issued to the Lexasure


      shareholders in the event that the combined adjusted net income for both
      Earnout Years is at least $41,000,000.

If the applicable milestone described above is not met during the applicable Earnout Year(s), the Lexasure shareholders will not be entitled to receive any Earnout Shares in respect of such milestone.

Representations and Warranties of the Parties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, in each case relating to, among other things, organization and qualification, governing documents, capitalization, authority, no conflicts and absence of litigation. These representations and warranties, in certain cases, are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. "Material Adverse Effect" as used in the Business Combination Agreement means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, customer relationships, operations, results of operations, prospects or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party's breach thereof.











Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable best efforts to effect the Closing. The Business Combination Agreement also contains certain customary and other covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including but not limited to covenants regarding: (i) the provision of access to the parties' respective properties, books and personnel; (ii) the operation of the parties' respective businesses in the ordinary course of business; (iii) the provision by Lexasure of PCAOB-audited financial statements of Lexasure and its subsidiaries (collectively, the "Lexasure Companies"); (iv) CEMAC's public filings; (v) no solicitation of, or entering into, any alternative competing transactions; (vi) no insider trading; (vii) notifications of certain breaches, consent requirements or other matters; (viii) efforts to consummate the Closing and obtain third party and regulatory approvals and efforts; (ix) further assurances; (x) public announcements; (xi) confidentiality; (xii) indemnification of directors and officers and tail insurance; (xiii) use of trust proceeds after the Closing; (xiv) efforts to support a transaction financing; (xvi) causing Pubco to enter into employment agreements with certain employees of Lexasure prior to the Closing; and (xvii) approving a new equity incentive plan for Pubco to take effect following the Closing.

The parties also agreed to take all necessary actions to cause Pubco's board of directors immediately following the Closing to consist of seven individuals, as follows: (i) one individual that is designated by CEMAC prior to the Closing, (ii) one individual that is designated by Lexasure prior to the Closing from among three qualified director candidates recommended by CEMAC to Lexasure, who will be required to qualify as an independent director under the rules of the Nasdaq Capital Market ("Nasdaq"), and (iii) five other individuals that are designated by Lexasure prior to the Closing, at least three of whom will be required to qualify as an independent director under Nasdaq rules.

CEMAC and Pubco also agreed to jointly prepare with the assistance of Lexasure, and Pubco will file with the SEC, a registration statement on Form F-4 (as amended, the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the securities of Pubco to be issued to the shareholders of CEMAC and Lexasure, respectively, and containing a proxy statement for the purpose of soliciting proxies from the shareholders of CEMAC for the approval of the Business Combination Agreement and the matters relating to the Transactions to be acted on at the general meeting of the shareholders of CEMAC and providing such shareholders an opportunity to have their CEMAC ordinary shares redeemed in connection with the Closing in accordance with CEMAC's governing documents (the "Closing Redemption").

The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.





Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of CEMAC's shareholders; (ii) Lexasure shareholder approval (although Lexasure shareholders with sufficient ownership to approve the Transactions have entered into Voting Agreements (as defined below) in support of the Transactions concurrently with the execution of the Business Combination Agreement); (iii) obtaining any material regulatory approvals and third-party consents; (iv) no law or order preventing or prohibiting the Transactions; (v) either CEMAC (immediately prior to the Closing) or Pubco (upon the consummation of the Closing) having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Closing Redemption and any transaction financing; (vi) appointment of the post-closing board of directors of Pubco in accordance with the Business Combination Agreement; (vii) Pubco having amended and restated its organizational documents in the form agreed by the parties; (viii) receipt of evidence that Pubco qualifies as a foreign private issuer; (ix) the effectiveness of the Registration Statement; and (x) the Pubco Ordinary Shares to be issued in connection with the Transactions having been approved for listing on Nasdaq.

In addition, unless waived by Lexasure and Pubco, the obligations of Lexasure, Pubco and the Merger Subs to consummate the Transactions are subject to the satisfaction of the following Closing conditions, amongst others, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of CEMAC being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) each of CEMAC and the SPAC Representative having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to CEMAC since the date of the Business Combination Agreement which is continuing and uncured; (iv) certain Ancillary Documents being in full force and effect as of the Closing; (v) CEMAC and Pubco having cash and cash equivalents, including funds remaining in CEMAC's trust account (after giving effect to the completion and payment of the Closing Redemption) and the proceeds of any transaction financing, following the payment or deduction of CEMAC's and Lexasure's unpaid transaction expenses and indebtedness and other outstanding liabilities of CEMAC, in each case due and payable in cash at the Closing; and (vi) receipt by Lexasure of the Registration Rights Agreement and the Founder Registration Rights Agreement Amendment (each as defined below).

Unless waived by CEMAC, the obligations of CEMAC to consummate the Transactions are subject to the satisfaction of the following Closing conditions, amongst others, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Lexasure and Pubco being true and correct on and as of the Closing (subject to Material Adverse Effect on Lexasure . . .

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



    The following exhibits are being filed herewith:




  2.1*       Business Combination Agreement, dated as of March 1, 2023, by and among
           Capitalworks Emerging Markets Acquisition Corp., CEMAC Sponsor LP,
           Lexasure Financial Group Limited, Ian Lim Teck Soon, Lexasure Financial
           Holdings Corp., CEMAC Merger Sub Inc. and Lexasure Merger Sub Inc.
  10.1       Form of Voting Agreement, dated as of March 1, 2023, by and among
           Capitalworks Emerging Markets Acquisition Corp., Lexasure Financial Group
           Limited, and the shareholder of Lexasure Financial Group Limited named
           therein.
  10.2       Form of Lock-Up Agreement, dated as of March 1, 2023, by and among
           Lexasure Financial Holdings Corp., CEMAC Sponsor LP and the shareholder
           of Lexasure Financial Group Limited named therein.
  10.3       Form of Non-Competition and Non-Solicitation Agreement, dated as of
           March 1, 2023, by the direct or indirect shareholder of Lexasure
           Financial Group Limited named therein in favor of and for the benefit of
           Lexasure Financial Holdings Corp., Capitalworks Emerging Markets
           Acquisition Corp. and Lexasure Financial Group Limited.
  10.4       Sponsor Letter Agreement, dated March 1, 2023, by and between CEMAC
           Sponsor LP and Lexasure Financial Group Limited.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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