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, is being
postponed to Wednesday, March 1, 2023. At the Meeting, shareholders
will be asked to vote on proposals to amend the Company’s amended
and restated memorandum and articles of association (the “A&R
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 (the
“Extension Period”) and (ii) 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 December 3,
2023 (including prior to March 3, 2023) (together, the “Charter
Amendments”).
As a result of this change, the Meeting will now
be held at 4:00 p.m., Eastern Time, on Wednesday, March 1, 2023,
via a live webcast at https://www.cstproxy.com/cemac/2023. In
addition, CEMAC Sponsor LP, the Company’s sponsor, may enter into
arrangements with a limited number of shareholders pursuant to
which such shareholders would agree not to redeem the Class A
ordinary shares issued in the Company’s initial public offering
(“public shares”) beneficially owned by them in connection with the
Charter Amendments.
Also, as a result of this change, the Company
has extended the deadline for holders of the public shares to
submit their shares for redemption in connection with the Charter
Amendments to 5:00 p.m. Eastern Time on Monday, February 27, 2023
(the “Redemption Deadline”). Any demand for redemption, once made,
may be withdrawn at any time until the Redemption Deadline and,
thereafter, with the Company’s consent. Shareholders may request to
reverse 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: Mark Zimkind
(e-mail: mzimkind@continentalstock.com).
The Company plans to continue to solicit proxies
from shareholders during the period prior to the Meeting. Only the
holders of the Company’s ordinary shares as of the close of
business on January 19, 2023, the record date for the Meeting,
are entitled to vote at the Meeting.
As previously disclosed, the Company has
identified an Asian reinsurance company (the “Partner”) for an
initial business combination. The Company believes that the Partner
represents a compelling opportunity for the Company to complete its
initial business combination and has entered into a non-binding
letter of intent with the Partner. The execution of a definitive
business combination agreement is subject to several conditions,
including the completion of due diligence and negotiation and
preparation of documentation. The Company cannot assure that it
will enter into a definitive business combination agreement with
Partner, and the Board currently believes that there may not be
sufficient time before March 3, 2023 to complete the initial
business combination or obtain an automatic three-month extension
if the Company has signed a definitive agreement with respect to an
initial business combination by March 3, 2023 as currently
contemplated by the A&R Memorandum and Articles of Association
and the Company’s investment management trust agreement, dated as
of November 30, 2021. Accordingly, the Board believes that it
is in the best interests of the Company’s shareholders to provide
the Company more time to consummate the initial business
combination, as well as to provide additional flexibility to wind
up the Company’s operations prior to the end of the Extension
Period.
If the Company has signed a definitive agreement
with respect to an initial business combination by March 3, 2023,
the Company intends to cancel the Meeting and will hold another
shareholders’ meeting prior to June 3, 2023 in order to seek
shareholder approval of a potential business combination or 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 Charter
Amendments, its inability to sign a definitive agreement for the
initial business combination by March 3, 2023 and 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, 2021 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
Stefan RodicDeal Executivestefan.r@capitalworksem.com
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