Item 1.01. Entry into a Material Definitive Agreement.
On May 22, 2023, Capitalworks Emerging Markets Acquisition Corp (the "Company"
or "we") and the Company's sponsor, CEMAC Sponsor LP (the "Sponsor"), entered
into an additional non-redemption agreement (the "Non-Redemption Agreement")
with certain unaffiliated third party (the "Holder") in exchange for the Holder
agreeing either not to request redemption, or to reverse any previously
submitted redemption demand with respect to 399,737 Class A ordinary shares, par
value $0.0001 per share (the "Class A ordinary shares"), of the Company sold in
its initial public offering in connection with the extraordinary general meeting
called by the Company (the "Meeting") to, among other things, approve an
amendment to the Company's amended and restated memorandum and articles of
association (the "Charter") to (i) extend the date by which the Company must
consummate an initial business combination from June 3, 2023 to March 3, 2024
(the "Extension") and (ii) permit the Company's board of directors, in its sole
discretion, to elect to wind up the Company's operations on a date earlier than
March 3, 2024 (including prior to June 3, 2023) (together, the "Charter
Amendments"). In consideration of the foregoing agreement, immediately prior to,
and substantially concurrently with, the closing of an initial business
combination, (i) the Sponsor (or its designees) will surrender and forfeit to
the Company for no consideration 99,935 Company's Class B ordinary shares, par
value $0.0001 per share, held by the Sponsor (the "Forfeited Shares") and
(ii) the Company shall issue to the Holders a number of Class A ordinary shares
equal to the Forfeited Shares.
As of the date of this report, we have entered into Non-Redemption Agreements
with respect to an aggregate of 4,399,737 Class A ordinary shares, and have
agreed to issue an aggregate of 1,099,935 Class A ordinary shares while the
Sponsor has agreed to surrender and forfeit an aggregate of 1,099,935 Forfeited
Shares for no consideration immediately prior to, and substantially concurrently
with, the closing of an initial business combination.
The Non-Redemption Agreements are not expected to increase the likelihood that
the Charter Amendments are approved by Company's shareholders but are expected
to increase the amount of funds that remain in the Company's trust account (the
"Trust Account") following the Meeting.
The foregoing summary of the Non-Redemption Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement filed as Exhibit 10.1 to the Company's Current Report
on Form 8-K filed with the SEC on May 19, 2023 and incorporated herein by
reference.
Shareholders may withdraw redemptions at any time until May 23, 2023 with
respect to the Extension. Shareholders may request to withdraw their redemption
by contacting the Company's transfer agent, Continental Stock Transfer & Trust
Company, at One State Street, 30th Floor, New York, New York 10004, Attn:
Stephen Baran (e-mail:sbaran@continentalstock.com).
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 Charter
Amendments, its expectation that the Non-Redemption Agreements will increase the
amount remaining in the Trust Account following the Meeting, its inability
complete an initial 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 May 3,
2023, as supplemented to date (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., PO Box 10904, Yakima, WA 98909, Attn: Karen Smith, e-mail:
ksmith@advantageproxy.com.
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