Item 8.01 Other Events.
As a result of having entered into the Business Combination Agreement, the Company shall have its deadline to
consummate its initial business combination automatically extended by three months from March 3, 2023 to June 3, 2023 in accordance with
Article 162(a)(i) of the Company’s Amended and Restated Certificate of Incorporation.
Forward-Looking Statements
Certain statements included in this report
are not historical facts, but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this report and on the current expectations of the Company’s, Pubco’s
and Lexasure’s respective management and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company, Pubco and Lexasure. Some
important factors that could cause actual results to differ materially from those in any forward-looking statements could include, without
limitation, changes in business, market, financial, political and legal conditions.
These forward-looking statements are subject
to a number of risks and uncertainties, including, without limitation, the inability of the parties to successfully or timely consummate
the transactions contemplated by the Business Combination Agreement (collectively, the “Transaction”); the failure to realize
the anticipated benefits of the Transaction; the ability of the Company prior to the Transaction, and Pubco following completion of the
Transaction, to maintain (in the case of the Company) and to obtain and maintain (in the case of Pubco) the listing of the Company’s
shares prior to the Transaction, and, following the Transaction, Pubco’s shares, on the Nasdaq Capital Market; costs related to
the Transaction; the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the Business
Combination Agreement by the shareholders of the Company, the risk that the Transaction may not be completed by the stated deadline and
the potential failure to obtain an extension of the stated deadline;; the outcome of any legal proceedings that may be instituted against
the Company, Pubco or Lexasure related to the Transaction; the attraction and retention of qualified directors, officers, employees and
key personnel of the Company and Lexasure prior to the Transaction, and Pubco following the Transaction; the ability of Pubco to compete
effectively in a highly competitive market; the ability to protect and enhance Lexasure’s corporate reputation and brand; the impact
from future regulatory, judicial, and legislative changes in Lexasure’s industry; the uncertain effects of the COVID-19 pandemic
or other public health matters; competition from larger companies that have greater resources, technology, relationships and/or expertise;
the future financial performance of Pubco following the Transaction, including the ability of future revenues to meet projected annual
projections; the ability of Pubco to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; Lexasure’s
ability to execute its business plans and strategy; and those factors set forth in documents of the Company or Pubco filed, or to be filed,
with the U.S. Securities and Exchange Commission (“SEC”). You should carefully consider the foregoing factors and the other
risks and uncertainties that will be described in the “Risk Factors” section of the registration statement on Form F-4 and
related proxy statement/prospectus and other documents to be filed by the Company or Pubco from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained in the forward-looking statements. The foregoing list of risks is not exhaustive.
Participants in the Solicitation
The Company, Pubco and Lexasure and their respective
directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction
described in this report under the rules of the SEC. Information about the directors and executive officers of the Company is set forth
in its Annual Report on Form 10-K for the year ended June 30, 2022, filed with the SEC on July 15, 2022, and is available free of charge
at the SEC’s website at www.sec.gov or by directing a request to: Capitalworks Emerging Markets Acquisition Corp., 1345 Avenue of
the Americas, 11th Floor, New York, New York 10105. Information regarding the persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the Company’s shareholders in connection with the proposed Transaction will be set forth in the registration
statement on Form F-4 containing a proxy statement/prospectus to be filed by Pubco with the SEC with respect to the proposed Transaction.
These documents can be obtained free of charge from the sources indicated herein.
Important Information About the Transaction and Where to Find
It
This report relates to a proposed Transaction
between the Company and Lexasure. This report does not constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transaction
described herein, the Company, Pubco and Lexasure intend to file relevant materials with the SEC, including a registration statement on
Form F-4 to be filed by Pubco, which will include a proxy statement/prospectus. Security holders are encouraged to carefully review such
information, including the risk factors and other disclosures therein. The proxy statement/prospectus will be sent to all shareholders
of the Company. The Company and Pubco will also file other documents regarding the proposed Transaction with the SEC. Before making
any voting or investment decision, investors and security holders of the Company are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Transaction
as they become available because they will contain important information about the proposed Transaction.
Non-Solicitation
This report does not constitute, and should
not be construed to be, a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in
respect of the proposed business combination described herein and shall not constitute an offer to sell or a solicitation of an offer
to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.