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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 29, 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 |
|
|
|
|
|
Class A ordinary shares, par value $0.0001 per share |
|
CMCA |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The disclosure
contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 29, 2024, Capitalworks
Emerging Markets Acquisition Corp (the “Company”) held an extraordinary general meeting in lieu of an annual general
meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by
the shareholders of the Company:
(i) a proposal to amend, by
special resolution, the Company’s amended and restated memorandum and articles of association, as amended (the “Extension
Amendment”) (a) to extend the date by which the Company would be required to consummate a business combination from March 3,
2024 to March 3, 2025 and (b) to 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 March 3, 2025 (including prior to March 3, 2024) (the “Extension
Amendment Proposal”);
(ii) a proposal to ratify,
by ordinary resolution, the selection by the audit committee of the Board, Marcum LLP to serve as the Company’s independent registered
public accounting firm for the fiscal year ending March 31, 2024 (the “Auditor Ratification Proposal”); and
(iii) a proposal to approve,
by ordinary resolution of the sole holder of the Class B ordinary share of the Company, with a nominal or par value of $0.0001 per share,
the re-appointment of each of Whitney Baker as a Class I Director until the 2027 annual general
meeting of the Company (the “Director Appointment Proposal”).
The
number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
1. |
Extension Amendment Proposal |
For | |
Against | |
Abstain |
8,359,690 | |
492,311 | |
0 |
Accordingly,
the Extension Amendment Proposal was approved.
2. |
Auditor Ratification Proposal |
For | |
Against | |
Abstain |
8,360,564 | |
491,437 | |
0 |
Accordingly,
the Auditor Ratification Proposal was approved.
3. |
Director Appointment Proposal |
| |
For | |
Withheld |
Whitney Baker | |
1 | |
0 |
| |
| |
|
As
previously disclosed, Michael Faber was nominated for re-appointment under the Director Appointment Proposal. However, because of Mr.
Faber’s resignation on February 23, 2024, only the re-appointment of Whitney Baker as a Class I Director was considered at the Meeting.
Accordingly,
the re-appointment of Whitney Baker as a Class I director was approved.
As
there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been
previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders
holding 3,036,666 shares of the Company’s Class A ordinary shares exercised their right to redeem such Class A ordinary shares for
a pro rata portion of the funds in the Company’s trust account (the “Trust Account”) established in connection
with its initial public offering (the “Redemption”). As a result, approximately $33,616,850 (approximately $11.07 per
share) will be removed from the Trust Account to pay such holders.
Following
the Redemption, there are 6,961,730 Class A ordinary shares and one Class B ordinary share issued and outstanding. As a result of the
Redemption, CEMAC Sponsor LP, the sponsor of the Company, holds approximately 82.6% of the Company’s issued and outstanding Class
A ordinary shares.
The
Company filed the Extension Amendment with the Cayman Islands Registrar of Companies on February 29, 2024. A copy of the Extension Amendment
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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 |
|
|
|
Date: March 6, 2024 |
By: |
/s/ Roberta Brzezinski |
|
|
Name: |
Roberta Brzezinski |
|
|
Title: |
Chief Executive Officer |
Exhibit 3.1
CAPITALWORKS EMERGING MARKETS
ACQUISITION CORP
(THE “COMPANY")
EXTRACT OF THE MINUTES OF AN EXTRAORDINARY GENERAL MEETING
IN LIEU OF AN
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY
HELD ON 29 FEBRUARY 2024
The Chairperson at the Extraordinary
General Meeting in lieu of an Annual General Meeting of the Company held on 29 February 2024 (the "Meeting"), hereby certifies
that this is a true extract of the minutes of the Meeting in respect of Proposal No.1:
| 1. | PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL |
1.1 | RESOLVED, by special resolution, that the amended and restated memorandum
of association and articles of association of the Company be amended by the deletion of the existing Article 162 and the insertion of
the following language as a new Article 162: |
"162 (a) In the event that
the Company does not consummate a Business Combination within the thirty nine month period following the closing of the IPO (or such earlier
date as determined by the Board, in its sole discretion, and included in a public announcement) (the “Termination Date”)
| (i) | the Company will cease all operations except for the purpose of winding up; |
| (ii) | as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including
interest earned on the Trust Fund and not previously released to the Company to pay taxes, if any, (less up to $100,000 of interest to
pay winding up and dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish
public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (iii) | as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles 162(a)(i) and
162(a)(ii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law. Notwithstanding the foregoing, if any Founders acquire Public Shares in or after the IPO, they will each be entitled
to receive liquidation distributions from the Trust Fund with respect to such Public Shares if the Company fails to complete a Business
Combination by the applicable Termination Date. |
(b) If any amendment
is made to Article 162(a) that would modify the substance or timing of the Company’s obligation to provide holders of the
Class A Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to
redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the thirty nine month
period following the closing of the IPO or with respect to any other provision relating to the rights of holders of the Class A
Shares or pre-initial Business Combination activity, each holder of Public Shares shall be provided with the opportunity to redeem
their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay its
taxes, if any, divided by the number of Public Shares then in issue. Notwithstanding the foregoing, the Company shall not redeem
Public Shares in connection with such amendment that would cause the Company’s net tangible assets to be less than
US$5,000,001 following such redemptions."
|
www.verify.gov.ky File#: 374585 |
![](https://www.sec.gov/Archives/edgar/data/1865248/000110465924031461/tm248007d1_ex99-1img001.jpg)
Filed: 29-Feb-2024 16:51 EST
Auth Code: A44904169024 |
| 2.1 | The Resolutions were put to the meeting and each Resolution
was carried. |
|
/s/
Roberta Brzezinski |
|
Name: |
Roberta Brzezinski |
|
|
|
|
|
Chairperson |
|
|
|
Dated: 29 February 2024 |
|
www.verify.gov.ky File#: 374585 |
![](https://www.sec.gov/Archives/edgar/data/1865248/000110465924031461/tm248007d1_ex99-1img001.jpg)
Filed: 29-Feb-2024 16:51 EST
Auth Code: A44904169024 |
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