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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 27, 2024
Capitalworks Emerging Markets Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-41008 |
|
98-1598114 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1345
Avenue of the Americas, 11th
Floor
New York, New York 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (202) 320-4822
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on
which registered |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
|
CMCAU |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
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Class A ordinary shares, par value $0.0001 per share |
|
CMCA |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
CMCAW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
On
February 27, 2024, Capitalworks Emerging Markets Acquisition Corp (the “Company”) and the Company’s
sponsor, CEMAC Sponsor LP (the “Sponsor”), entered into non-redemption agreements (the “Non-Redemption
Agreements”) with certain unaffiliated third parties (each, a “Holder,” and collectively, the
“Holders”) in exchange for the Holders agreeing not to seek redemption, or to reverse previously submitted
redemption demands, with respect to an aggregate of 1,025,000 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 Company’s extraordinary meeting in lieu of an annual general meeting of
shareholders (the “Meeting”) to, among other things, approve an amendment to the Company’s amended and
restated memorandum and articles of association (as amended, the “Charter”) to extend the date by which the
Company must consummate an initial business combination from March 3, 2024 to March 3, 2025 (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, 2025 (including prior to March 3, 2024) (together, the “Charter Amendments”). In
consideration of the foregoing Non-Redemption Agreements, 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 an aggregate of 76,875 Class A ordinary shares (which were converted from
the Class B ordinary shares of the Company, par value $0.0001 per share) (the “Founder Shares” and such Founder
Shares to be surrendered and forfeited, the “Forfeited Shares”), commencing on March 3, 2024 and on a quarterly
basis on the 5th day of each subsequent quarter thereafter until the earlier of March 3, 2025 or the consummation of the
Company’s initial business combination, up to an aggregate of 307,500 Founder
Shares and (ii) the Company shall issue to the Holders a number of Class A ordinary shares equal to the number of
Forfeited Shares.
The
Company estimates that as of February 27, 2024, the pro rata portion of the funds available in the Company’s trust account (the
“Trust Account”), for the redemption of the Class A ordinary shares sold as part of the Company’s units in its
initial public offering (whether they were purchased in the initial public offering or thereafter in the open market), will be approximately
$11.07 per share (which may be adjusted prior to redemptions for tax withholdings, if any, and accrued interest).
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 Trust Account following the Meeting.
The
foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.
Shareholders
may withdraw redemptions with respect to the Extension at any time prior to the Meeting. Shareholders may request to withdraw their redemption
by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company, at 1 State Street, 30th Floor,
New York, New York 10004, Attn: SPAC Redemptions (e-mail: spacredemptions@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 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, 2023 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 16, 2024, 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.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Capitalworks Emerging Markets Acquisition Corp |
|
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Date: February 28, 2024 |
By: |
/s/ Roberta Brzezinski |
|
|
Name: |
Roberta Brzezinski |
|
|
Title: |
Chief Executive Officer |
Exhibit 10.1
FORM OF NON-REDEMPTION
AGREEMENT
This Non-Redemption Agreement
(“Agreement”) dated February 27, 2024, by and among the entities listed on Exhibit A (collectively, the “Holder”),
CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Insider”), and Capitalworks Emerging Markets
Acquisition Corp, a Cayman Islands exempted company (the “Company”).
RECITALS:
A. The Company will hold
an extraordinary meeting in lieu of an annual general meeting of shareholders (the “Meeting”) to consider and act upon,
among other things, a proposal (the “Extension Proposal”) to extend the time the Company has to consummate an initial
business combination (the “Business Combination”) from March 3, 2024 to March 3, 2025 (the “Extension”).
B. The Holder is willing
not to request redemption in connection with the Extension, or to reverse any previously submitted redemption demand, of certain of the
Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) issued
in the Company’s initial public offering held by such Holder upon the terms set forth herein.
IT IS AGREED:
1. Non-Redemption.
The Holder hereby agrees either not to request redemption in connection with the Extension or to reverse any previously submitted redemption
demand in connection with the Extension, with respect to the aggregate number of Class A Ordinary Shares held by the Holder as set
forth on Exhibit A hereto (“Non-Redeemed Shares”); provided that in no event will Holder be required to
hold a number of Class A Ordinary Shares representing in excess of 9.9% of the total number of Class A Ordinary Shares of the
Company outstanding following the effectuation of the Extension Proposal. The Holder hereby agrees to furnish proofs satisfactory to the
Company demonstrating ownership of Non-Redeemed Shares in connection with the Extension. The Non-Redeemed Shares held by the Holder shall
not be subject to any transfer restrictions other than with respect to this Section 1, and the Holder shall have no obligation
to hold any Class A Ordinary Shares following the date of the Meeting. Nothing in this Agreement is intended to restrict or prohibit
the Holder’s ability to redeem any Class A Ordinary Shares other than the Non-Redeemed Shares in connection with the Meeting.
The Company shall provide the Holder with the final number of Class A Ordinary Shares prior to the Extension, no later than 9:00
AM Eastern Time on the day prior to the Meeting (or such earlier time as necessary to allow Holder the reasonable opportunity to redeem
additional shares or reverse any previously submitted redemption demand in connection with the Extension).
2. Forfeiture of
Founder Shares and Issuance of Class A Ordinary Shares.
(a) In consideration
of the agreement set forth in Section 1 hereof, immediately prior to, and substantially concurrently with, the closing of a Business
Combination (“Closing”):
(i) the
Insider (or its designees) will surrender and forfeit (the “Insider Forfeiture”) to the Company for no consideration
the aggregate number of Class A Ordinary Shares (which were converted from the Class B ordinary shares of the Company, par value
$0.0001 per share) held by the Insider (or its designees) (the “Founder Shares” and such Founder Shares to be surrendered
and forfeited, the “Forfeited Shares”), equal to 7.5% of the number of the Non-Redeemed Shares as set forth on Exhibit A,
commencing on March 3, 2024 and on a quarterly basis on the 5th day of each subsequent quarter thereafter until the earlier
of March 3, 2025 or the consummation of a Business Combination, up to an aggregate of 30% of the Non-Redeemed Shares; and
(ii) the
Company shall issue (the “Share Issuance”) to the Holder an aggregate number of Class A Ordinary Shares equal
to the Forfeited Shares. The Class A Ordinary Shares shall be issued directly to the Holder in book-entry form on the books and records
of the Company’s transfer agent electronically via the Direct Registration System of the Depository Trust Company or in such other
manner as the Insider, the Company and the Holder shall agree upon Closing.
(b) In connection
with the Share Issuance pursuant to Section 2(a), the Holder shall be entitled to the registration rights set forth in that
certain Registration Rights Agreement, dated as of November 30, 2021 (the “Registration Rights Agreement”), among
the Insider, the Company and the other parties thereto in respect of all shares held by Holder, and the Company, the Insider and the Holder
shall execute a joinder thereto whereby the Holder shall become a “Holder” (as defined therein) and the Class A Ordinary
Shares acquired in the Share Issuance shall be “Registrable Securities” (as defined therein). The Holder’s securities
will not become subject to any earn-outs, forfeitures, transfers, surrenders, claw-backs, disposals, exchanges, restrictions, amendments
or similar arrangements as a result of joining the Registration Rights Agreement.
(c) The Holder shall not be required to forfeit, transfer or
refrain from transferring any Class A Ordinary Shares received by it pursuant to Section 2. The Insider and the Company
acknowledge and agree that except as provided herein, the Forfeited Shares shall not be subject to any earn-outs, forfeitures, transfers,
surrenders, claw-backs, disposals, exchanges, restrictions, amendments or similar arrangements in connection with the Business Combination
or otherwise, and the Insider and the Company acknowledge and agree that any Class A Ordinary Shares received by the Holder in the
Share Issuance shall not be changed as a result of or subject to any earn-outs, forfeitures, transfers, restrictions, amendments or other
arrangements agreed to by the Insider with respect to its other Founder Shares.
(d) If at any time
the number of outstanding Class A Ordinary Shares of the Company is increased or decreased by a consolidation, combination, split
or reclassification of the Class A Ordinary Shares or other similar event, then, as of the effective date of such consolidation,
combination, split, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted in proportion
to such increase or decrease in outstanding Class A Ordinary Shares of the Company.
3. Representations
of the Holder. The Holder hereby represents and warrants to the Insider and the Company that:
(a) The Holder,
in making the decision to receive the Class A Ordinary Shares from the Company pursuant to this Agreement, has not relied upon any
oral or written representations or assurances from the Insider or any of the Insider’s or the Company’s officers, directors,
partners or employees or any other representatives or agents except as provided in this Agreement. The Holder further understands that
no federal or state agency has passed upon or made any recommendation or endorsement of the acquisition of the Class A Ordinary Shares.
(b) This Agreement
has been validly authorized, executed and delivered by the Holder and, assuming the due authorization, execution and delivery thereof
by the other parties hereto, is a valid and binding agreement enforceable against the Holder in accordance with its terms, subject to
the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution,
delivery and performance of this Agreement by the Holder does not and will not conflict with, violate or cause a breach of, constitute
a default under, or result in a violation of (i) any agreement, contract or instrument to which the Holder is a party which would
prevent the Holder from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Holder
is subject.
(c) The Holder acknowledges
that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Holder’s own
legal counsel and investment and tax advisors.
(d) The Holder is
an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”), and acknowledges that the issuance of Class A Ordinary Shares contemplated
hereby will be made in reliance on, among other things, a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.
(e) The Holder is
acquiring the Class A Ordinary Shares solely for investment purposes, for such Holder’s own account (and/or for the account
or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities
Act and the Holder has no present arrangement to sell the Class A Ordinary Shares to be received hereunder to or through any person
or entity except as may be permitted hereunder.
(f) The Holder is
sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Class A Ordinary Shares.
The Holder is aware that an investment in the Class A Ordinary Shares is highly speculative and subject to substantial risks. The
Holder is cognizant of and understands the risks related to the acquisition of the Class A Ordinary Shares, including those restrictions
described or provided for in this Agreement pertaining to transferability. The Holder is able to bear the economic risk of its investment
in the Company for an indefinite period of time and able to sustain a complete loss of such investment.
(g) No broker, finder or intermediary has been paid or is entitled
to a fee or commission from or by the Holder in connection with the acquisition of the Class A Ordinary Shares nor is the Holder
entitled to or will accept any such fee or commission.
(h) The Holder understands
that the Class A Ordinary Shares will be issued to the Holder in reliance on exemptions from the registration requirements under
the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth in this Agreement
in order to determine the applicability of such provisions.
(i) The Holder acknowledges
and understands the Class A Ordinary Shares are being offered in a transaction not involving a public offering in the United States
within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future the Holder decides
to offer, resell, pledge or otherwise transfer the Class A Ordinary Shares, such shares may be offered, resold, pledged or otherwise
transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption
from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available
exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws
of any state or any other jurisdiction. The Holder agrees that, if any transfer of the Class A Ordinary Shares or any interest therein
is proposed to be made (other than pursuant to a registration statement or under Rule 144), as a condition precedent to any such
transfer, the Holder may be required to deliver to the Company an opinion of counsel (including internal counsel) satisfactory to the
Company that registration is not required with respect to the Class A Ordinary Shares to be transferred. Absent registration or another
available exemption from registration, the Holder agrees it will not transfer the Class A Ordinary Shares.
4. Insider Representations.
The Insider hereby represents and warrants to the Holder that:
(a) This Agreement
has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other
parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity
and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance
of this Agreement by the Insider does not and will not conflict with, violate or cause a breach of, constitute a default under, or result
in a violation of (i) any agreement, contract or instrument to which the Insider is a party which would prevent the Insider from
performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Insider is subject.
(b) The Insider
(or its designees) is the beneficial owner of the Forfeited Shares, will continue to be the beneficial owner of the Forfeited Shares immediately
prior to Closing and will surrender and forfeit the Forfeited Shares to the Company immediately after Closing free and clear of any liens,
claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state
securities laws.
(c) Neither the
Insider nor the Company has disclosed to the Holder material non-public information with respect to the Company or the Business Combination
transaction.
(d) No Pending Actions.
There is no action pending against the Insider or, to the Insider’s knowledge, threatened against the Insider, before any court,
arbitrator, or governmental authority, which in any manner challenges or seeks to prevent, or enjoin or materially delay the performance
by the Insider of its obligations under this Agreement.
(e) No General Solicitation.
The Insider has not offered the Forfeited Shares by means of any general solicitation or general advertising within the meaning of Regulation
D of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.
(f) No broker, finder
or intermediary has been paid or is entitled to a fee or commission from or by the Insider in connection with the issuance of the Class A
Ordinary Shares to Holder pursuant to Section 2(a) hereof.
(g) The Insider
understands and acknowledges that Holder is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Insider set forth in this Agreement in connection with the transactions contemplated hereby.
5. Company Representations. The Company hereby represents
and warrants to the Holder that:
(a) This Agreement
has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other
parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity
and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance
of this Agreement by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result
in a violation of (i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from
performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject.
(b) The Class A
Ordinary Shares to be issued by the Company pursuant to this Agreement, when issued to the Holder, shall be (i) duly authorized,
validly issued, fully paid and non-assessable shares and (ii) free and clear of any liens, claims, security interests, options charges
or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws.
(c) The Company
has not disclosed to the Holder material non-public information with respect to the Company or the Business Combination transaction.
(d) No Pending Actions.
There is no action pending against the Company or, to the Company’s knowledge, threatened against the Company, before any court,
arbitrator, or governmental authority, which in any manner challenges or seeks to prevent, or enjoin or materially delay the performance
by the Company of its obligations under this Agreement.
(e) No General Solicitation.
The Company has not offered the shares to be issued in the Share Issuance by means of any general solicitation or general advertising
within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.
(f) No broker, finder
or intermediary has been paid or is entitled to a fee or commission from or by the Company in connection with the issuance of the Class A
Ordinary Shares to Holder pursuant to Section 2(a) hereof.
(g) The Company
understands and acknowledges that Holder is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Company set forth in this Agreement in connection with the transactions contemplated hereby.
6. Disclosure;
Exchange Act Filings. As soon as practicable but in no event later than one business day after execution of this Agreement, the
Company will file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
reporting the material terms of this Agreement and any other material non-public information that Insider or the Company has provided
to the Holder at any time prior to the filing of the Form 8-K. Upon the issuance of the Form 8-K (or upon execution hereof if
such information has been previously disclosed), Holder shall not be in possession of any material non-public information received from
the Company or the Insider. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate.
The Insider and the Company agree that the name of the Holder shall not be included in any public disclosures related to this Agreement
unless required by applicable law, regulation or stock exchange rule.
7. Trust Account.
Until the earlier of (a) the consummation of the Business Combination; and (b) the liquidation of the trust account established
for the benefit of the Company’s public shareholders in connection with the Company’s initial public offering (the “Trust
Account”), the Company will maintain the investment of funds held in the Trust Account in an interest-bearing demand deposit
account at a bank. The Company further confirms that it will not utilize any funds from its Trust Account to pay any potential excise
taxes that may become due pursuant to the Inflation Reduction Act of 2022 upon a redemption of the Class A Ordinary Shares, including
in connection with the Extension and a liquidation of the Company if it does not effect a Business Combination prior to its termination
date.
8. Trust Account
Waiver. The Holder hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to
any distribution of or from the Trust Account solely with respect to the Class A Ordinary Shares to be issued by the Company pursuant
to section 2(a)(ii) of this Agreement. For the avoidance of doubt, nothing in this Agreement shall preclude the Holder from redeeming
the Non-Redeemed Shares after the date of the Meeting.
9. Entire Agreement: Amendment. This Agreement constitutes
the entire agreement among the parties with respect to the subject matter hereof and may be amended or modified only by written instrument
signed by all parties. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the
meaning hereof.
10. Governing Law.
This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation,
inducement to enter and/or performance of this Agreement (whether related to breach of contract, tortious conduct or otherwise and whether
now existing or hereafter arising) shall be governed by, and construed in accordance with the law of the State of New York, without regard
to the principles of conflicts of laws that would otherwise require the application of the law of any other jurisdiction. Any dispute
relating hereto shall be heard in the state or federal courts of the State of New York located in New York County, New York, and the parties
agree to jurisdiction and venue therein. THE COMPANY, THE INSIDER AND THE HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT
TO TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT, CLAIM, OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
11. Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery
of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart
of this Agreement.
12. Termination.
This Agreement shall become null and void and of no force and effect upon the earliest to occur of: (a) the date of the Meeting,
if any of the Non-Redeemed Shares held by the Holder actually redeemed in connection with the Meeting, other than as provided for in Section 1;
(b) the mutual written consent of the parties hereto; (c) the effectuation of the Extension and the delivery of the Class A
Ordinary Shares to the Holder (provided that Holder’s rights to have the shares issued in the Share Issuance included in the Registration
Rights Agreement shall survive such termination); and (d) the failure of the Company’s shareholders to approve the Extension
at the Meeting. Notwithstanding any provision in this Agreement to the contrary, the Insider’s obligation to surrender and forfeit
the Forfeited Shares to the Company and the Company’s obligation to issue the equivalent amount of Class A Ordinary Shares
to the Holder shall only take place immediately prior to, and substantially concurrently with, a Closing.
13. Remedies.
Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement
by another party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy
at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may
be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party
hereto of any covenant or agreement of such other party contained in this Agreement.
14. Acknowledgement;
Waiver. Holder (i) acknowledges that the Insider or the Company may possess or have access to material non-public information
which has not been communicated to the Holder; (ii) so long as the Company and the Insider are in compliance with Sections 4(c),
5(c), and 6, as applicable to the Company or the Insider, hereby waives any and all claims, whether at law, in equity or otherwise, that
he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Insider, the Company or any of their
respective officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose
any non-public information in connection with the transaction contemplated by this Agreement, including without limitation, any claims
arising under Rule 10b-5 promulgated under the Exchange Act; and (iii) is aware that the Insider and the Company are relying
on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver
in clauses (i) and (ii) set forth in this section above, respectively, in connection with the transactions contemplated
by this Agreement.
15. Binding Effect;
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives,
successors and permitted assigns. This Agreement shall not be assigned by any party without the prior written consent of the other parties
hereto; provided, that no such consent shall be required for any such assignment by Investor to one or more affiliates thereof.
16. Most Favored Nation. In the event the Insider or
the Company enters one or more other non-redemption agreements in connection with the Extension (“Other Agreements”)
before or after the execution of this Agreement, the Insider and the Company represent that the terms of such Other Agreements will not
be materially more favorable to such other investors thereunder than the terms of this Agreement are in respect of the Holder. To avoid
doubt, the Company and the Insider acknowledge and agree that a ratio of Non-Redeemed Shares to Class A Ordinary Shares issuable
in the Share Issuance in any such Other Agreement in connection with the Extension that is more favorable to such other investors thereunder
than such ratio in this Agreement is to the Holder would be materially more favorable to such other investors. In the event that another
third party is afforded any such more favorable terms than the Holder, the Insider and the Company shall promptly inform the Holder of
such more favorable terms in writing, and the Holder shall have the right to elect to have such more favorable terms included herein,
in which case the parties hereto shall promptly amend this Agreement to effect the same.
[Signature Page Follows]
|
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CEMAC SPONSOR LP
A Cayman Islands exempted limited partnership |
|
|
|
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By: |
CEMAC Sponsor GP, its General Partner |
|
|
|
|
By: |
|
|
Name: |
Robert Oudhof |
|
Title: |
Director |
|
|
|
|
|
CAPITALWORKS EMERGING MARKETS ACQUISITION CORP |
|
|
|
|
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A Cayman Islands exempted company |
|
|
|
|
By: |
|
|
Name: |
Roberta Brzezinski |
|
Title: |
Chief Executive Officer |
|
|
|
|
|
[HOLDER] |
|
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
[Signature Page to
Non-Redemption Agreement]
EXHIBIT A
Account |
|
EIN |
|
Address |
|
Class A Ordinary
Shares to be Issued
in the Share
Issuance Each Quarter |
|
Number of Non-
Redeemed Class A
Ordinary Shares |
|
|
|
|
|
|
|
[•] |
|
[•] |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
[•] |
|
[•] |
|
Founder Shares |
|
Number of Forfeited Shares Each Quarter |
|
|
[•] |
v3.24.0.1
Cover
|
Feb. 27, 2024 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 27, 2024
|
Entity File Number |
001-41008
|
Entity Registrant Name |
Capitalworks Emerging Markets Acquisition Corp
|
Entity Central Index Key |
0001865248
|
Entity Tax Identification Number |
98-1598114
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
1345
Avenue of the Americas
|
Entity Address, Address Line Two |
11th
Floor
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10105
|
City Area Code |
202
|
Local Phone Number |
320-4822
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units Each Consisting Of One Class A Ordinary Share Par Value Dollar 0. 0001 Per Share And Onehalf Of One Redeemable Warrantt [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant
|
Trading Symbol |
CMCAU
|
Security Exchange Name |
NASDAQ
|
Common Class A [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Class A ordinary shares, par value $0.0001 per share
|
Trading Symbol |
CMCA
|
Security Exchange Name |
NASDAQ
|
Redeemable Warrants Included Aas Part Of The Units Each Whole War Exer For One Class A Ordinary Share At An Eexercise Price Of Dollar 11. 50 Per [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise
|
Trading Symbol |
CMCAW
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Security Exchange Name |
NASDAQ
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