Item 1.01. Entry into a Material Definitive
Agreement.
On February 27, 2023, Capitalworks
Emerging Markets Acquisition Corp (the “Company”) and the Company’s sponsor, CEMAC
Sponsor LP (the “Sponsor”), entered into non-redemption agreements (the “Non-Redemption Agreements”) with
certain unaffiliated third parties in exchange for such third parties agreeing not to redeem up to an aggregate of 1,600,000
Class A ordinary shares of the Company sold in its initial public offering (“Non-Redeemed Shares”)in connection with the extraordinary
general meeting of shareholders called by the Company (the “Meeting”) 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 (the “Extension”)
and (ii) permit the Company’s board of directors, in its sole discretion, to elect to wind up the Company’s operations on
an earlier date than December 3, 2023 (including prior to March 3, 2023) (together, the “Charter Amendments”).
In exchange for the foregoing commitments not to redeem such Non-Redeemed
Shares, the Sponsor has (i) as consideration for entering into the Non-Redemption Agreements, transferred to such third parties an aggregate
of 16,000 Class B ordinary shares initially purchased by the Sponsor in a private placement prior to the Company’s initial public
offering (the “Founder Shares”) which will be retained by such parties under all circumstances, including in the event the
Extension is cancelled pursuant to the Company receiving an automatic three-month extension upon the execution of a definitive agreement
as described in the final prospectus for the Company’s initial public offering, and (ii) agreed to transfer to such third parties
up to an aggregate of 480,000 additional Founder Shares in connection with the Company’s completion of its initial business combination
if such party continues to hold such Non-Redeemed Shares through the Meeting.
The
Company estimates that as of February 27, 2023, the pro rata portion of the funds available in the Company’s trust account (the “Trust Account”) for the redemption of
public shares will be approximately $10.41201003 per share (which may be adjusted prior to redemptions
for tax withholdings, if any, and accrued interest).
The
Non-Redemption Agreements are not expected to increase the likelihood that the Charter Amendments are approved by Company’s shareholders
but are expected to increase the amount of funds that remain in the Trust Account following the Meeting.
The
foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.
Shareholders may withdraw redemptions at any time until March 3, 2023
with respect to the Extension. Shareholders may request to withdraw their redemption by contacting the Company’s transfer agent,
Continental Stock Transfer & Trust Company, at One State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind (e-mail:mzimkind@continentalstock.com).
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, uncertainties relating to the Company’s shareholder approval of the Charter Amendments,
its expectation that the Non-Redemption Agreements will increase the amount remaining in the Trust Account following the Meeting, its
inability complete an initial business combination within the required time period and other risks and uncertainties indicated from time
to time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on
Form 10-K for the fiscal year ended March 31, 2022 under the heading “Risk Factors” and other documents the Company has filed,
or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only
as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change
in events, conditions or circumstances on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the shareholders of the Company in favor of the approval of the Charter Amendments. Investors and
shareholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and
officers in the definitive proxy statement dated February 2, 2023, as supplemented to date (the “Extension Proxy Statement”),
which may be obtained free of charge from the sources indicated below.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Charter
Amendments. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement as well as other documents filed
by the Company with the SEC, because these documents will contain important information about the Company and the Charter Amendments.
Shareholders may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing
a request to the Company’s proxy solicitor: Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen
Smith, e-mail: ksmith@advantageproxy.com.