CMCA / Capitalworks Emerging Markets Acquisition Corp - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

August 14, 2025

EXHIBIT 16.1 August 14, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Piermont Valley Acquisition Corp. (f/k/a Capitalworks Emerging Markets Acquisition Corp.) under Item 4.01 of its Form 8-K dated August 14, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree

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): August 14, 2025

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): August 14, 2025 Piermont Valley Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of incorporati

PROMISSORY NOTE

EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $1,000,000 Piermont Valley Acquisition Corp. (“Maker”) promises to pay to the order of Valleypark Road, LLC or its successors or assigns (“Holder”) the principal sum of up to One Million Dollars and No Cents ($1,000,000) or such lesser amount as shall have been loaned by Holder to Maker in lawful money of the United States of America, on the terms and

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): July 11, 2025

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): July 11, 2025 Piermont Valley Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of incorporation

PURCHASE AGREEMENT

EXHIBIT 10.1 Execution Version PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made effective and entered into as of July 11, 2025 (the “Effective Date”), by and among Valleypark Road, LLC, a Delaware limited liability company (the “Acquiror”), Piermont Valley Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), and Vikasati Partners, LLC, a Delaware limited liabilit

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

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 28, 2025 Piermont Valley Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of incorpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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, 2025 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdictio

NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST

EXHIBIT 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of February 27, 2025 by and among Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (“CEMAC” or the “Company”), Vikasati Partners LLC (the “Insider”), and the undersigned investor (the “Investor”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 31, 2024 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period

CMCA / Capitalworks Emerging Markets Acquisition Corp / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CAPITALWORKS EMERGING MARKETS ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1889L100 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check

CMCA / Capitalworks Emerging Markets Acquisition Corp / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

SC 13G/A 1 cmcaa273024.htm BANK OF NOVA SCOTIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CAPITALWORKS EMERGING MARKETS ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1889L100 (CUSIP Number) December 30, 2022 (Date of Event

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): June 10, 2024 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

CMCA / Capitalworks Emerging Markets Acquisition Corp / Guduru Suresh - SC 13D/A Activist Investment

SC 13D 1 tm2413248d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G1889L100 (CUSIP Number) Vikasati Partners LLC 44320 Osgood Road Fr

JOINT FILING AGREEMENT

EX-99.1 3 tm2413248d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of May 1, 2024 by and between Vikasati Partners LLC, a Delaware limited liability company, and Suresh Guduru (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Class A ordinary shares, $0.0001 par v

PROMISSORY NOTE

EX-10.1 2 tm2413248d1ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFAC

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Other Events

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): April 25, 2024 (April 19, 2024) Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or oth

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 18, 2024 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41198 98-1598114 (State or other jurisdiction o

TERMINATION AND RELEASE AGREEMENT

Exhibit 10.1 TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT, dated as of March 22, 2024 (this “Agreement”), is entered into by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (together with its successors, “SPAC”), (ii) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): March 22, 2024 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction o

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

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

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 jurisdictio

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 Em

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 jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

FORM OF NON-REDEMPTION AGREEMENT

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 23, 2024 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdictio

Side Letter, dated November 8, 2023, by and between the Company and Lexasure Financial Group Limited

Exhibit 10.1 Execution Version Capitalworks Emerging Markets Acquisition Corp c/o Ellenoff Grossman & Schole LLP 1145 Avenue of the Americas, 11th Floor New York, NY 10105 November 8th, 2023 Lexasure Financial Group Limited B-08-05 Gateway Corp. Suites, Gateway Kiaramas No. 1 Jalan Desa Kiara, Mont Kiara 50480 Kuala Lumpur, Malaysia Attn: Ian Lim Teck Soon Re: PCAOB Company Financials Extension De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4110

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Other Events, Shareholder Director Nominations

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 15, 2024 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe

Capitalworks Emerging Markets Acquisition Corp c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105

Capitalworks Emerging Markets Acquisition Corp c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 VIA EDGAR February 13, 2024 U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CAPITALWORKS EMERGING MARKETS ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1889L100 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1889L100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / Weiss Asset Management LP Passive Investment

9,998,396 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CAPITALWORKS EMERGING MARKETS ACQUISITION CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1889L100 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropria

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1889L100 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-411

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition P

Lexasure Announces Rollout of Insurtech B2B Portal “Atlas” at Singapore International Reinsurance Conference

Filed by Capitalworks Emerging Markets Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-41108 Lexasure Announces Rollout of Insurtech B2B Portal “Atlas” at Singapore International Reinsurance Conference Georgetown, Cayman Islands – October 30, 2023 – Lexasure Financial

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 7, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41108 Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Period

Amendment to Forward Purchase Agreement, dated March 1, 2023, by and between the Company and Camber Base, LLC.*

Exhibit 10.15 AMENDMENT TO FORWARD PURCHASE AGREEMENT March 1, 2023 This Amendment to Forward Purchase Agreement (this “Amendment”) is made effective as of the date first set forth above, by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Camber Base, LLC, a Delaware limited liability company (“Investor”). WHEREAS, the Company and

Side Letter, dated April 19, 2023, by and between the Company and Lexasure.*

Exhibit 10.17 Capitalworks Emerging Markets Acquisition Corp c/o Ellenoff Grossman & Schole LLP 1145 Avenue of the Americas, 11th Floor New York, NY 10105 April 19, 2023 Lexasure Financial Group Limited B-08-05 Gateway Corp. Suites, Gateway Kiaramas No. 1 Jalan Desa Kiara, Mont Kiara 50480 Kuala Lumpur, Malaysia Attn: Ian Lim Teck Soon Re: PCAOB Company Financials Extension Dear Ian, Reference is

Loan Agreement, dated February 1, 2023, by and between the Company and the Sponsor.*

Exhibit 10.10 Loan Agreement THIS AGREEMENT is made on 1 February 2023 BY 1) Capitalworks Emerging Markets Acquisition Corp (the “Borrower”) having its registered office at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands 2) CEMAC Sponsor LP (the “Lender”), a limited partnership established in Cayman Islands having its registered office at 190 Elgin Avenue, George Town, Grand C

Side Letter, dated April 18, 2023, by and between the Company and Lexasure.*

Exhibit 10.16 Capitalworks Emerging Markets Acquisition Corp c/o Ellenoff Grossman & Schole LLP 1145 Avenue of the Americas, 11th Floor New York, NY 10105 April 18, 2023 Lexasure Financial Group Limited B-08-05 Gateway Corp. Suites, Gateway Kiaramas No. I Jalan Desa Kiara, Mont Kiara 50480 Kuala Lumpur, Malaysia Attn: Ian Lim Teck Soon Re: Hiring of Executive Personnel Dear Ian, Reference is hereb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41108

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K For the Transition Perio

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / CEMAC Sponsor LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1)* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1889L 100 (CUSIP Number) May 23, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap

Amendment to the Investment Management Trust Agreement, dated as of May 23, 2023

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of May 23, 2023, is made by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee

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): May 23, 2023 Capitalworks Emergin

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): May 23, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

Amendment to the Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 30, 2023)

Exhibit 3.1 CAPITALWORKS EMERGING MARKETS ACQUISITON CORP (THE “COMPANY") EXTRACT OF THE MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD ON 23 MAY 2023 The Chairperson at the Extraordinary General Meeting of the Company held on 23 May 2023 (the "Meeting"), hereby certifies that this is a true extract of the minutes of the Meeting: 1. PROPOSAL NO. 1 — EXTENSION AMENDMENT PROPOSAL 1.

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): May 23, 2023 Capitalworks Emergin

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): May 23, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

Entry into a Material Definitive Agreement

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): May 22, 2023 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

Form of Non-Redemption Agreement.

Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (“Agreement”) dated [ ], 2023, 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 hol

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): May 18, 2023 Capitalworks Emergin

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): May 18, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

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): May 15, 2023 Capitalworks Emergin

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): May 15, 2023 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

Form of Non-Redemption Agreement.

Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (“Agreement”) dated [ ], 2023, 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 hol

Disclaimer and Other Important Information 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business co

Exhibit 99.1 Your Trusted Partner for Creating an Insured World May 2023 Disclaimer and Other Important Information 2 This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Lexasure Financial Group Limited (“Lexasure”) and Capitalwo

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): May 12, 2023 Capitalworks Emergin

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): May 12, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

Capitalworks Emerging Markets Acquisition Corp. Provides Update on Lexasure Group Business Combination

Exhibit 99.2 Capitalworks Emerging Markets Acquisition Corp. Provides Update on Lexasure Group Business Combination NEW YORK and GEORGE TOWN, Cayman Islands, May 12, 2023 (GLOBE NEWSWIRE) – Capitalworks Emerging Markets Acquisition Corp. (“CEMAC”) (NASDAQ: CMCA), a publicly traded special purpose acquisition company organized in the Cayman Islands to effect a merger, stock exchange, asset acquisit

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): May 12, 2023 Capitalworks Emergin

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): May 12, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

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): April 21, 2023 Capitalworks Emerg

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): April 21, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-36027 98-1598114 (State or other jurisdiction o

Form of Lock-Up Agreement, dated as of March 1, 2023, by and among Lexasure Financial Holdings Corp., CEMAC Sponsor LP and the shareholder of Lexasure Financial Group Limited named therein.

Exhibit 10.2 Exhibit B FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March [●], 2023, by and among (i) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (together with its successors, “Pubco”), (ii) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity under the Business Combination

Form of Non-Competition and Non-Solicitation Agreement, dated as of March 1, 2023, by the direct or indirect shareholder of Lexasure Financial Group Limited named therein in favor of and for the benefit of Lexasure Financial Holdings Corp., Capitalworks Emerging Markets Acquisition Corp. and Lexasure Financial Group Limited.

EX-10.3 5 tm238746d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Exhibit C FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March [●], 2023, by (the “Seller”) in favor of and for the benefit of (i) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”

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): March 1, 2023 Capitalworks Emergi

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): March 1, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

Form of Voting Agreement, dated as of March 1, 2023, by and among Capitalworks Emerging Markets Acquisition Corp., Lexasure Financial Group Limited, and the shareholder of Lexasure Financial Group Limited named therein.

Exhibit 10.1 Exhibit A FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of March [●], 2023 by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (ii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (iii) the undersigned member (“Holder”) o

Business Combination Agreement, dated as of March 1, 2023, by and among Capitalworks Emerging Markets Acquisition Corp., CEMAC Sponsor LP, Lexasure Financial Group Limited, Ian Lim Teck Soon, Lexasure Financial Holdings Corp., CEMAC Merger Sub Inc. and Lexasure Merger Sub Inc.

Exhibit 2.1 EXECUTION COPY CONFIDENTIAL BUSINESS COMBINATION AGREEMENT by and among CAPITALWORKS EMERGING MARKETS ACQUISITION CORP., as SPAC, CEMAC SPONSOR LP, in the capacity as the SPAC Representative, LEXASURE FINANCIAL GROUP LIMITED, as the Company, IAN LIM TECK SOON, in the capacity as the Seller Representative, LEXASURE FINANCIAL HOLDINGS CORP., as Pubco, CEMAC MERGER SUB INC., as SPAC Merge

Form of Voting Agreement, dated as of March 1, 2023, by and among Capitalworks Emerging Markets Acquisition Corp., Lexasure Financial Group Limited, and the shareholder of Lexasure Financial Group Limited named therein.

Exhibit 10.1 Exhibit A FORM OF VOTING AGREEMENT This Voting Agreement (this “Agreement”) is made as of March [●], 2023 by and among (i) Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (“SPAC”), (ii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (the “Company”), and (iii) the undersigned member (“Holder”) o

Business Combination Agreement, dated as of March 1, 2023, by and among Capitalworks Emerging Markets Acquisition Corp., CEMAC Sponsor LP, Lexasure Financial Group Limited, Ian Lim Teck Soon, Lexasure Financial Holdings Corp., CEMAC Merger Sub Inc. and Lexasure Merger Sub Inc.

Exhibit 2.1 EXECUTION COPY CONFIDENTIAL BUSINESS COMBINATION AGREEMENT by and among CAPITALWORKS EMERGING MARKETS ACQUISITION CORP., as SPAC, CEMAC SPONSOR LP, in the capacity as the SPAC Representative, LEXASURE FINANCIAL GROUP LIMITED, as the Company, IAN LIM TECK SOON, in the capacity as the Seller Representative, LEXASURE FINANCIAL HOLDINGS CORP., as Pubco, CEMAC MERGER SUB INC., as SPAC Merge

Form of Lock-Up Agreement, dated as of March 1, 2023, by and among Lexasure Financial Holdings Corp., CEMAC Sponsor LP and the shareholder of Lexasure Financial Group Limited named therein.

Exhibit 10.2 Exhibit B FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March [●], 2023, by and among (i) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (together with its successors, “Pubco”), (ii) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity under the Business Combination

Sponsor Letter Agreement, dated March 1, 2023, by and between CEMAC Sponsor LP and Lexasure Financial Group Limited.

EX-10.4 6 tm238746d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 CEMAC Sponsor LP 190 Elgin Avenue George Town, Grand Cayman, KY1-9008 Cayman Islands March 1, 2023 Lexasure Financial Group Limited B-08-05 Gateway Corp. Suites, Gateway Kiaramas No. 1 Jalan Desa Kiara, Mont Kiara 50480 Kuala Lumpur, Malaysia Re: Sponsor Letter Agreement Ladies and Gentlemen: This letter (this “Sponsor Letter Agreement”) is

Form of Non-Competition and Non-Solicitation Agreement, dated as of March 1, 2023, by the direct or indirect shareholder of Lexasure Financial Group Limited named therein in favor of and for the benefit of Lexasure Financial Holdings Corp., Capitalworks Emerging Markets Acquisition Corp. and Lexasure Financial Group Limited.

Exhibit 10.3 Exhibit C FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March [●], 2023, by (the “Seller”) in favor of and for the benefit of (i) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), (ii) Capitalworks Emerging Markets Acquis

Sponsor Letter Agreement, dated March 1, 2023, by and between CEMAC Sponsor LP and Lexasure Financial Group Limited.

Exhibit 10.4 CEMAC Sponsor LP 190 Elgin Avenue George Town, Grand Cayman, KY1-9008 Cayman Islands March 1, 2023 Lexasure Financial Group Limited B-08-05 Gateway Corp. Suites, Gateway Kiaramas No. 1 Jalan Desa Kiara, Mont Kiara 50480 Kuala Lumpur, Malaysia Re: Sponsor Letter Agreement Ladies and Gentlemen: This letter (this “Sponsor Letter Agreement”) is being delivered to you in accordance with th

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): March 1, 2023 Capitalworks Emergi

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): March 1, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

CAPITALWORKS EMERGING MARKETS ACQUISITION CORP ANNOUNCES INDEFINITE POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.1 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP ANNOUNCES INDEFINITE POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS New York, NY / March 1, 2023 – 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, Februar

Lexasure Financial Group, a Leading Provider of Reinsurance and Digital Insurance Products, Signed Business Combination Agreement to Go Public via Combination with Capitalworks Emerging Markets Acquisition Corp. (CEMAC)

Exhibit 99.1 Lexasure Financial Group, a Leading Provider of Reinsurance and Digital Insurance Products, Signed Business Combination Agreement to Go Public via Combination with Capitalworks Emerging Markets Acquisition Corp. (CEMAC) NEW YORK and GEORGE TOWN, Cayman Islands, March 01, 2023 (GLOBE NEWSWIRE) - Lexasure Financial Group (“Lexasure”), a leading provider of reinsurance and digital insura

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

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): March 1, 2023 Capitalworks Emergi

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): March 1, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

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): March 1, 2023 Capitalworks Emergi

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): March 1, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41108 98-1598114 (State or other jurisdiction of

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): March 1, 2023 Capitalworks Emergi

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): March 1, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-36027 98-1598114 (State or other jurisdiction of

Form of Non-Redemption Agreement.

EX-10.1 2 tm238002d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of February 27, 2023 by and among Capitalworks Emerging Markets Acquisition Corp (“CMCA”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”) and the unde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

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, 2023 Capitalworks Em

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, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-36027 98-1598114 (State or other jurisdictio

Press Release, dated February 23, 2023.

EX-99.1 2 tm237685d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP ANNOUNCES CHANGE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATE TO MARCH 1, 2023 New York, NY / February 23, 2023 – Capitalworks Emerging Markets Acquisition Corp (the “Company”) (Nasdaq: “CMCAU”, “CMCA”, “CMCAW”) announced today that the extraordinary general meeting of shareholders (the

CAPITALWORKS EMERGING MARKETS ACQUISITION CORP ANNOUNCES CHANGE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATE TO MARCH 1, 2023

Exhibit 99.1 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP ANNOUNCES CHANGE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS DATE TO MARCH 1, 2023 New York, NY / February 23, 2023 – 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

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 23, 2023 Capitalworks Em

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 23, 2023 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-36027 98-1598114 (State or other jurisdictio

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1889L100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4110

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / Weiss Asset Management LP Passive Investment

=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CAPITALWORKS EMERGING MARKETS ACQUISITION CORP Passive Investment

SC 13G/A 1 p23-0341sc13ga.htm CAPITALWORKS EMERGING MARKETS ACQUISITION CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1889L100 (CUSIP Number) December 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-411

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41108

Description of the registrant’s Securities.

Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? The following summary of the material terms of the securities of Capitalworks Emerging Markets Acquisition Corp (?we, ?us,? ?our? or ?the Company?) is not intended and does not purport to be a complete summary of the rights and preferences of such securities and is su

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): July 13, 2022 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-36027 98-1598114 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1889L118 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPORT PURS

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HIGHBRIDGE CAPITAL MANAGEMENT LLC

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1889L100 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropria

Weiss Asset Management LP

CUSIP NO. G1889L100 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CAPITALWORKS EMERGING MARKETS ACQUISITION CORP - (Name of Issuer) Class A ordinary shares, par value $0.0001 per share - (Ti

CEMAC Sponsor LP - SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1889L 100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check th

Capitalworks Emerging Markets Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 21, 2022

Exhibit 99.1 Capitalworks Emerging Markets Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 21, 2022 New York, NY / January 20, 2022 / Capitalworks Emerging Markets Acquisition Corp (NASDAQ: CMCAU) (the ?Company?), a special purpose acquisition company, today announced that, commencing January 21, 2022, holders of the units sold in the

Financial Statements and Exhibits, Other Events

8-K 1 tm223983d18k.htm FORM 8-K 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): January 20, 2022 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other j

KYG1889L1005 / Capitalworks Emerging Markets Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CAPITALWORKS EMERGING MARKETS ACQUISITION CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1889L118** (CUSIP Number) December 3, 2021 (Date of event which requires filing of this statement) Check the appropriate

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Capitalworks Emerging Markets Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1889L118 (CUSIP Number) December 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

Financial Statements and Exhibits, Other Events

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): December 3, 2021 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 00

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Audited Financial Statement of Capitalworks Emerging Markets Acquisition Corp: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 3, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Capitalworks Emerging Markets Acqu

Letter Agreement, dated November 30, 2021, among the Company, the Sponsor and each of the executive officers and directors of the Company.

EX-10.1 5 tm2134652d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version November 30, 2021 Capitalworks Emerging Markets Acquisition Corp 25 West 39th Street, Suite 700 New York, NY 10018 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into

Capitalworks Emerging Markets Acquisition Corp Announces Closing of $230 Million Initial Public Offering, Including Full Exercise of the Underwriters’ Over-Allotment Option

Exhibit 99.2 Capitalworks Emerging Markets Acquisition Corp Announces Closing of $230 Million Initial Public Offering, Including Full Exercise of the Underwriters? Over-Allotment Option New York, NY / December 3, 2021 / Capitalworks Emerging Markets Acquisition Corp (the ?Company?), a special purpose acquisition company, today announced the closing of its initial public offering of 23,000,000 unit

Registration Rights Agreement, dated November 30, 2021, among the Company, CEMAC Sponsor LP and certain securityholders.

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made and entered into by and among Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and each of the undersigned parties

Capitalworks Emerging Markets Acquisition Corp Announces Pricing of $200 Million Initial Public Offering

EX-99.1 10 tm2134652d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Capitalworks Emerging Markets Acquisition Corp Announces Pricing of $200 Million Initial Public Offering New York, NY / November 30, 2021 / Capitalworks Emerging Markets Acquisition Corp (the “Company”), a special purpose acquisition company, today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.0

Underwriting Agreement, dated November 30, 2021, among the Company and Barclays, as representative of the underwriters.

Exhibit 1.1 EXECUTION VERSION CAPITALWORKS EMERGING MARKETS ACQUISITION CORP ($10.00 per Unit) UNDERWRITING AGREEMENT November 30, 2021 Barclays Capital Inc. As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands e

Private Placement Warrants Purchase Agreement, dated November 30, 2021, between the registrant and CEMAC Sponsor LP (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K (File No. 001-41108), filed with the Securities and Exchange Commission on December 6, 2021).

EX-10.4 8 tm2134652d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 30, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and CE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 tm2134652d18k.htm FORM 8-K 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): November 30, 2021 Capitalworks Emerging Markets Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other

Administrative Services Agreement, dated November 30, 2021, between the Company and Capitalworks (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2021).

EX-10.6 9 tm2134652d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Execution Version CAPITALWORKS EMERGING MARKETS ACQUISITION CORP 25 West 39th Street, Suite 700 New York, New York 10018 November 30, 2021 Capitalworks Investment Partners International Limited Craigmuir Chambers P.O. Box 71 Road Town, Tortola VG1110 British Virgin Islands Re: Administrative Services Agreement Ladies and Gentlemen: This let

Investment Management Trust Agreement, dated November 30, 2021, between the Company and Continental.

Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 30, 2021 by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s re

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2021).

Exhibit 3.1 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of capitalworks emerging markets acquisition corp (ADOPTED BY SPECIAL RESOLUTION DATED 30 NOVEMBER 2021) 1 THE COMPANIES act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF capitalworks emerging markets acquisition corp (ADOPTED BY SPECIAL RES

Warrant Agreement, dated November 30, 2021, between the Company and Continental.

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of the 30th of November, 2021, is by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent,? also referred to herein as the ?Transfer Agent?). WHEREAS,

$200,000,000 Capitalworks Emerging Markets Acquisition Corp 20,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-260513 PROSPECTUS $200,000,000 Capitalworks Emerging Markets Acquisition Corp 20,000,000 Units Capitalworks Emerging Markets Acquisition Corp is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CAPITALWORKS EMERGING MARKETS ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1598114 (State of Incorporation or Organization) (I.R.S. Employer Identific

* * * [Signature Page Follows]

November 26, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Capitalworks Emerging Markets Acquisition Corp 25 West 39th Street, Suite 700 New York, NY 10018

Capitalworks Emerging Markets Acquisition Corp 25 West 39th Street, Suite 700 New York, NY 10018 November 26, 2021 VIA EDGAR U.

As filed with the U.S. Securities and Exchange Commission on November 22, 2021.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 22, 2021. Registration No. 333-260513 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands (

* * * [Signature page immediately follows.]

DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020-1104 www.

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF capitalworks emerging markets acquisition corp (ADOPTED BY SPECIAL RESOLUTION DATED ) 1. The name of the company is Capitalworks Emerging Markets Acquisition Corp (the "Company"). 2. The registered office of the Company will be situated at the offices of Walkers Corporate Limited,

Consent of Michael Faber.

Exhibit 99.2 CONSENT OF MICHAEL FABER Capitalworks Emerging Markets Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bein

Form of Letter Agreement among the Registrant, CEMAC Sponsor LP and each of the executive officers and directors of the Registrant.

Exhibit 10.1 [] [], 2021 Capitalworks Emerging Markets Acquisition Corp 25 West 39th Street, Suite 700 New York, NY 10018 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Capitalworks Emerging Markets Acquisition Corp, a Cay

Promissory Note, dated May 12, 2021, issued by the Company to the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-260513), as filed with the SEC on October 27, 2021).

EX-10.6 16 tm2119884d6ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REA

Form of Code of Business Conduct and Ethics.

Exhibit 14 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP CODE OF ETHICS Effective [ ], 2021 I.

Power of Attorney (included on signature page to the initial filing of this Registration Statement).*

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 26, 2021. Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP (Exact name of registrant as specified in its charter) Cayman Islands (State or other juri

Specimen Warrant Certificate.

Exhibit 4.3 [Form of Warrant Certificate] Number [?] Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CAPITALWORKS EMERGING MARKETS ACQUISITION CORP Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that [?], or registered assigns

Form of Private Placement Warrant Purchase Agreement between the Registrant and CEMAC Sponsor LP.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the “Pur

Specimen Class A Ordinary Share Certificate.

EX-4.2 6 tm2119884d6ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES CAPITALWORKS EMERGING MARKETS ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] This certifies that [●] is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US $0.0

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of the [•] of [•], 2021, is by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Co

Consent of Darius James Roth.

Exhibit 99.4 CONSENT OF DARIUS JAMES ROTH Capitalworks Emerging Markets Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to

Consent of Neil Harper.

EX-99.3 24 tm2119884d6ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF NEIL HARPER Capitalworks Emerging Markets Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amen

Consent of Whitney Baker.

Exhibit 99.1 CONSENT OF WHITNEY BAKER Capitalworks Emerging Markets Acquisition Corp intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”), registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bein

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 12 tm2119884d6ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHERE

Form of Registration Rights Agreement among the Registrant, CEMAC Sponsor LP and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the ?Company?), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership (the ?Sponsor?), and each of the undersigned parties listed on the signature p

Specimen Unit Certificate.

EX-4.1 5 tm2119884d6ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- Capitalworks Emerging Markets Acquisition Corp SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT [] is the owner of Units.

Form of Administrative Services Agreement between the Registrant and Capitalworks Investment Partners International Limited.

EX-10.8 18 tm2119884d6ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP 25 West 39th Street, Suite 700 New York, New York 10018 [ ], 2021 Capitalworks Investment Partners International Limited Craigmuir Chambers P.O. Box 71 Road Town, Tortola VG1110 British Virgin Islands Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agre

Form of Indemnity Agreement.

Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ] , 2021, by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, the Company is contemplating an initial public offering; WHEREAS, highly competent persons have become more reluctant to serve publicl

Forward Purchase Agreement, by and between the Registrant and Camber Base, LLC.

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of June 15, 2021, by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the ?Company?) and Camber Base, LLC, a Delaware limited liability company (?Investor?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exc

Securities Subscription Agreement between the Registrant and CEMAC Sponsor LP.

Exhibit 10.7 Capitalworks Emerging Markets Acquisition Corp. 25 West 39th Street, Suite 700 New York, New York 10018 May 12, 2021 CEMAC Sponsor LP 25 West 39th Street, Suite 700 New York, NY 10018 RE: Securities Subscription Agreement Ladies and Gentlemen: Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CEMAC Sponso

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED Memorandum OF association of capitalworks emerging markets acquisition corp (ADOPTED BY SPECIAL RESOLUTION DATED ) 1 THE COMPANIES act (AS AMENDED) COMPANY LIMITED BY SHARES amended and restated MEMORANDUM of ASSOCIATION OF capitalworks emerging markets acquisition corp (ADOPTED BY SPECIAL RESOLUTION DATED )

Memorandum and Articles of Association.

Exhibit 3.1

Form of Underwriting Agreement.

Exhibit 1.1 CAPITALWORKS EMERGING MARKETS ACQUISITION CORP ($10.00 per Unit) UNDERWRITING AGREEMENT [], 2021 Barclays Capital Inc. As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Compa

* * * [Signature page immediately follows.]

DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020-1104 www.

* * * [Signature page immediately follows.]

DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020-1104 www.

[Form of Warrant Certificate]

EX-4.3 2 filename2.htm Exhibit 4.3 [Form of Warrant Certificate] Number [•] Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CAPITALWORKS EMERGING MARKETS ACQUISITION CORP Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that [•]

As confidentially submitted to the U.S. Securities and Exchange Commission on June 28, 2021, as Amendment No. 1 to the draft registration statement submitted on June 21, 2021. This Amendment No. 1 to draft registration statement has not been publicly

TABLE OF CONTENTS As confidentially submitted to the U.S. Securities and Exchange Commission on June 28, 2021, as Amendment No. 1 to the draft registration statement submitted on June 21, 2021. This Amendment No. 1 to draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 3

WARRANT AGREEMENT

EX-4.4 3 filename3.htm Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of the [•] of [•], 2021, is by and between Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer A

As confidentially submitted to the U.S. Securities and Exchange Commission on June 21, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly co

TABLE OF CONTENTS As confidentially submitted to the U.S. Securities and Exchange Commission on June 21, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-        UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATI