Item 8.01 Other Events.
As previously disclosed, on March 1, 2023, Capitalworks Emerging Markets
Acquisition Corp (the "Company") issued a press release announcing that the
extraordinary general meeting of shareholders (the "Meeting"), originally
scheduled for Friday, February 24, 2023 and postponed to Wednesday, March 1,
2023, was 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 by June 3, 2023. As a result, the Company cancelled the Meeting.
However, the Company intends to hold an extraordinary general meeting of
shareholders prior to June 3, 2023 in order to seek shareholder approval of a
new extension period to consummate the Business Combination or another initial
business combination.
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