Capitalworks Emerging Markets Acquisition Corp Announces Indefinite Postponement of Extraordinary General Meeting of Shareholders
01 März 2023 - 8:58PM
Capitalworks Emerging Markets Acquisition Corp (the “Company”)
(Nasdaq: “CMCAU”, “CMCA”, “CMCAW”) announced today 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.
About Capitalworks Emerging Markets
Acquisition Corp
Capitalworks Emerging Markets Acquisition Corp
is a blank check company, incorporated as a Cayman Islands exempted
company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses. While the Company
may pursue an acquisition opportunity in any industry or geographic
region, it is focusing on high-growth companies operating in select
emerging markets, with the ability to replicate their business
models sustainably across other emerging markets or translate their
products, services or technologies to developed markets.
Forward-Looking Statements
This press release 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 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 February 2, 2023 (the “Extension
Proxy Statement”), which may be obtained free of charge from the
sources indicated below.
No Offer or Solicitation
This press release 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.
INVESTOR RELATIONS CONTACT
Cody Slach, Alex ThompsonGateway IR(949)
574-3860CMCA@gatewayir.com
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