the Securities Exchange Act of 1934
(Amendment No. )Filed by the RegistrantxFiled by a Party other than the Registrant¨xPreliminary Proxy Statement¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))¨Definitive Proxy Statement¨Definitive Additional Materials¨Soliciting Material under §240.14a-12
c/o Ellenoff Grossman
New York,AVENUE OF THE AMERICAS
[•], 2023
Approvalproposals (the “
Each of the Charter Amendment Proposals, the Trust AmendmentDirector Appointment Proposal and, if presented, the Adjournment Proposal is more fully described in the accompanying proxy statement.
In connection with the CharterExtension Amendment Proposals,Proposal, holders (“(the “public shareholders”) of the Company’s Class A ordinary shares, $0.0001,with a nominal or par value of $0.0001 per share (“(the “public shares”), included in the units sold in its initial public offering (the “IPO”), may elect to redeem their public shares (the “Election”) for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (“IPO,”), including interest not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, regardless of whether or how such public shareholders vote on the proposalsExtension Amendment Proposal at the Meeting; however, redemption payments for Elections in connection with this Meeting will only be made if the Charter Amendment Proposals and the TrustExtension Amendment Proposal receivereceives the requisite shareholder approvals.
approval.
Ifcombination if we are unable to complete the Charter Amendment Proposals and Trust Amendment Proposal are approved and implemented,Lexasure Business Combination).
Our Sponsor plans to convertconverted on a one-for-one basis [•]5,749,999 Class B ordinary shares that were issued prior to our IPO into [•]5,749,999 Class A ordinary shares (the “
You are not being asked to vote on the Lexasure Business Combination (or an alternative business combination if we are unable to complete the Lexasure Business Combination) at this time.If the Charter Amendment Proposals and the TrustExtension Amendment Proposal areis approved by the requisite vote of shareholders, the remaining holders of public shares will retain their right to redeem their public shares if and when the Lexasure Business Combination or another initial(or an alternative business combination if we are unable to complete the Lexasure Business Combination) is submitted to shareholders for approval, subject to any limitations set forth in our charter. In addition, public shareholders who do not make the Election will be entitled to have their public shares redeemed for cash if the Company has not completed the initial business combination before the expiration of the Extension Period or upon the Company’s earlier liquidation, subject to any limitations set forth in our charter.
Extension Amendment.
The
each of the Extension Amendment Proposal, the Auditor Ratification Proposal, and , if presented, the Adjournment Proposal and vote “FOR” each of the director nominees in the Director Appointment Proposal.
[•], 2023
Approvalproposals (the “
The full text of the Charter Amendment Proposals and, if presented, the Adjournment Proposal are set outis more fully described in the accompanying proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
IF YOU ARE A SHAREHOLDER OF RECORD, YOU MAY ALSO CAST YOUR VOTE ONLINE AT THE MEETING. IF YOUR SHARES ARE HELD IN AN ACCOUNT AT A BROKERAGE FIRM OR BANK, YOU MUST INSTRUCT YOUR BROKER OR BANK HOW TO VOTE YOUR SHARES, OR YOU MAY CAST YOUR VOTE ONLINE AT THE MEETING BY OBTAINING A LEGAL PROXY FROM YOUR BROKERAGE FIRM OR BANK. ABSTENTIONS, WHILE CONSIDERED PRESENT FOR THE PURPOSES OF ESTABLISHING A QUORUM, WILL NOT COUNT AS VOTES CAST AND WILL HAVE NO EFFECT ON THE OUTCOME OF THE VOTE ON EACH OF THE PROPOSALS, ASSUMING A QUORUM IS PRESENT. FAILURE TO VOTE BY PROXY OR TO VOTE IN PERSON (INCLUDING VIRTUALLY) AT THE MEETING WILL HAVE NO EFFECT ON THE OUTCOME OF THE VOTE ON EACH OF THE PROPOSALS, ASSUMING A QUORUM IS PRESENT.
Annual Report”) and in our other SEC filings.
Charter Amendment Proposals (which are conditioned on each other) and the TrustExtension Amendment Proposal areis approved and implemented, the business combination period will be revisedextended to permit our Board to extend as far as [·], 2024.March 3, 2025. If these proposals arethis proposal is approved and implemented, our Board may elect, in its sole discretion, to wind up our operations on any date following the adoption of the Charter Amendments,Extension Amendment, in which case we will liquidate the Trust Account to redeem all public shares and thereafter liquidate and dissolve in accordance with law. Our Board believes that it is in the best interests of the shareholders to both continue the Company’s existence as currently permitted under our charter until the expiration of the Extension Period (as defined below) and to enable the Company to liquidate the Trust Account and dissolve in accordance with law and to redeem all public shares on a specified date prior to [·], 2024March 3, 2025 (including prior to the current termination date) if it determines such action is in the best interests of the shareholders.proposalsProposals described in this proxy statement for the shareholders to vote upon.
proposals (the “Proposals”): 4 (i) Proposal 1 — A proposal to amend, by special resolution, the Company’s amended and restated memorandum of association and articles of association, as amended (the “charter”) in the form set forth in Annex A |
What is the purpose of the Charter Amendments and Trust Amendment?
The purpose of the Charter Amendments and Trust Amendment is to provide the Company with additional time during the Extension Period to effect a suitable initial business combination as well as to enable the Board to liquidate the Trust Account to redeem all public shares on a specified date following the adoption of the amended charter and prior to the end of the Extension Period (including a date prior to the current termination date), after taking into account various factors, including, but not limited to, the prospect of negotiating and consummating a business combination prior to the end of the Extension Period.
On March 1, 2023, we entered into the Business Combination Agreement with Lexasure, Pubco, Merger Subs, the SPAC Representative, and the Seller Representative for the Lexasure Business Combination. As a result of the signing of the Business Combination Agreement, the period of time to consummate our initial business combination has been automatically extended by an additional three months to June 3, 2023 in accordance with our charter. While we are using our best efforts to complete the Lexasure Business Combination as soon as practicable, our Board currently believes that there will not be sufficient time before June 3, 2023 to consummate the Lexasure Business Combination or another initial business combination.
Accordingly, the Board believes that it is in the best interests of our shareholders to provide the Company more time to consummate the Lexasure Business Combination (or if the Lexasure Business Combination is not consummated, another initial business combination), as well as to provide additional flexibility to wind up our operations on an earlier date than March 3, 2025 (including prior to March 3, 2024) (the “
Approvalforegoing proposals (the
Why is the Company proposing the CharterExtension Amendment Proposals and Trust Amendment Proposal?
Our Board believes that it is in the best interests of our shareholders to provide forthe Company more time to consummate the Lexasure Business Combination (or an alternative initial business combination if we are unable to complete the Lexasure Business Combination), as well as to provide additional flexibility to wind up our operations prior to the end of the Extension and incremental flexibility.Period. We intend to hold another shareholders’ meeting prior to the expiration of the Extension Period in order to seek shareholder approval of the Lexasure Business Combination or another initial(or an alternative business combination.
combination if we are unable to complete the Lexasure Business Combination).
Proposal, the Auditor Ratification Proposal or the Director Appointment Proposal, the Company may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension Amendment Proposal, the Auditor Ratification Proposal and the Director Appointment Proposal. If the Adjournment Proposal is put forth at the Meeting and is not approved by the Company’s shareholders, the Board may not be able to adjourn the Meeting to a later date or dates, and the Extension Amendment Proposal, the Auditor Ratification Proposal and the Director Appointment Proposal will be put at the Meeting for approval even if the Company anticipates that there are insufficient votes for, or otherwise in connection with, the approval of such proposals. For the avoidance of doubt, if put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal, the Auditor Ratification Proposal and the Director Appointment Proposal will not be submitted to the shareholders for a vote provided that the Adjournment Proposal is approved.
Amendment.
If the Company liquidates, the Sponsor has agreed that it will be liable to us if, and to the extent, any claims by a third party for services rendered or products sold to us or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, except as to any claims by a third party or a prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.
approval.
Proposals.
Proposals.
Shares
”).In addition, the Sponsor or the Company’s or a potential target’s executive officers, directors or advisors, or any of their respective affiliates, may purchase public shares in privately negotiated transactions or in the open market prior to the Meeting, although they are under no obligation to do so. Any such purchases that are completed after the record date for the Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment Proposal, the Liquidation Amendment Proposal and the Trust Amendment Proposal and/or will not exercise its redemption rights with respect to the shares so purchased.
Furthermore, the Sponsor may enter into arrangements with a limited number of shareholders pursuant to which such shareholders would agree not to redeem the public shares beneficially owned by them in connection with the CharterExtension Amendment Proposals.Proposal. The Sponsor may provide such shareholders either Founder Shares or membership interests in the Sponsor pursuant to such arrangements.
Proposals?
What happens if the Extension Amendment Proposal the Liquidation Amendment Proposal and the Trust Amendment Proposal areis not approved?
approval.
When and where is the Meeting?
The Meeting will be held at 10:00 a.m. Eastern Time, on May 23, 2023, in virtual format. The Company’s shareholders may attend and vote at the Meeting by visiting https://www.cstproxy.com/cemac/2023 and entering the control number found on their proxy card. You may also attend the Meeting telephonically by dialing +1 800-450-7155 (toll-free within the United States and Canada) or +1 857-999-9155 (outside of the United States and Canada, standard rates apply). The passcode for telephone access is 7382426#. You will not be able to attend the Meeting physically. The online meeting format for the Meeting will enable full and equal participation by all our shareholders from any place in the world at little to no cost.
How do I attend the virtual Meeting?
Registered shareholders received a proxy card from Continental. The proxy card contains instructions on how to attend the Meeting including the URL address, along with a control number that you will need for access. If you do not have your control number, contact Continental by phone at: (917) 262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual meeting starting on May 17, 2023 at 10:00 a.m. Eastern Time (four (4) business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/cemac/2023, enter your control number, name and email address. Once you pre- register you will be able to vote. At the start of the Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Meeting.
Beneficial holders, who own their shares through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Meeting, you will need to have a legal proxy from your bank or broker. If you would like to attend the Meeting and not vote, Continental will issue you a guest control number after you provide proof of beneficial ownership. Either way, you must contact Continental for specific instructions on how to receive the control number, by phone at: (917) 262-2373, or email at proxy@continentalstock.com. Please allow up to seventy-two (72) hours prior to the Meeting for processing your control number.
If you do not have internet capabilities, you can listen only to the meeting by dialing +1 800-450-7155 (toll-free within the United States and Canada) or +1 857-999-9155 (outside of the United States and Canada, standard rates apply). The passcode for telephone access is 7382426#. This is listen only; you will not be able to vote or enter questions during the Meeting.
How do I vote?
If you are a holder of record of Company ordinary shares, you may vote virtually at the Meeting or by submitting a proxy for the Meeting. Whether or not you plan to attend the Meeting virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by (i) completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope or (ii) voting online at https://www.cstproxy.com/cemac/2023. You may still attend the Meeting and vote virtually if you have already voted by proxy.
If your Company ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares virtually at the Meeting unless you first submit a legal proxy to Continental, as described above in “How do I attend the virtual Meeting?”
How do I change my vote?
If you are a holder of record of Company ordinary shares, you can revoke your proxy at any time before the final vote at the Meeting by (i) delivering a later-dated, signed proxy card prior to the date of the Meeting, (ii) granting a subsequent proxy online or (iii) voting virtually at the Meeting. Attendance at the Meeting alone will not change your vote.
If your Company ordinary shares are held in “street name” by a broker or other agent and you wish to revoke your proxy, you should follow the instructions provided by your broker or agent.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Meeting, who will separately count “FOR” and “AGAINST” votes and abstentions for each proposal.
If my shares are held in “street name,” will my broker automatically vote them for me?
Your shares Abstentions and broker non-votes will be counted towardsas present for the quorum only if you submitpurpose of determining a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the Meeting. Abstentions will be counted towards the quorum requirement.quorum. If there is no quorum, the Meeting shall be adjourned in accordance with the charter.
vote on the relevant Proposal.
How do I redeem my public shares?
Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal the Liquidation Amendment Proposal and the Trust Amendment Proposal will not be redeemed for cash held in the Trust Account.
Who can help answer my questions?
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact.
The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” in this proxy statement and the Company’s Annual Report on Form 10-K filed with the SEC on July 15, 2022 (the “Annual Report”) and in our other SEC filings.
Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
We may not be ablePeriod. Our ability to complete the Lexasure Business Combination or anotherconsummate any initial business combination by the expirationis dependent on a variety of the Extension Period, even if the Charter Amendment Proposals and the Trust Amendment Proposalfactors, many of which are approved bybeyond our shareholders. Our ability to complete the initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, in our Annual Report and in other reports that we file with the SEC. If we do not complete the Lexasure Business Combination or another initial business combination within the Extension Period, we will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Additionally, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up.
Additionally, wecontrol.
Additional extensions past
Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination.
The
The SEC has recently issued proposedseries of new rules relating to certain activitiesSPACs (the “
On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposalscombinations (“
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete a business combination and instead liquidate the Company.
As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. TheWhether a SPAC Rule Proposals would provideis an investment company will be a safe harbor for such companies from the definitionquestion of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, providedfacts and circumstances. We can give no assurance that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcingclaim will not be made that it has entered intowe have been operating as an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its business combination no later than 24 months after the effective date of the IPO Registration Statement.
If we are deemed to be an investment company under the Investment Company Act, our activities wouldmay be severely restricted. restricted, including:
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we expect that we will, on or prior to the 24-month anniversary of the effective date of our IPO Registration Statement, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in a demand deposit account until the earlier of the consummation of a business combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we expect that we will, on or prior to the 24-month anniversary of the effective date of our IPO Registration Statement, Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a national bank until the earlier of the consummation of a business combination or the liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in a demand deposit account would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in a demand deposit account, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company. Were we to liquidate the Company, our warrants wouldwill expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.
Were we considered to be a “foreign person,” we mightworthless.
regulations.
Certain federally licensed businesses
Moreover, the process of government review whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.20$10.99 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
Therefore,Combination).
Approval
foregoing proposals.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with our consent. Furthermore, if a holder of public shares delivers the certificate representing such holder’s shares in connection with an Election and subsequently decides prior to the deadline for exercising redemption requests not to elect to exercise such rights, such holder may request that the transfer agent return the certificate (physically or electronically).
January 24, 2024.
The approval of each of
such redemptions.
each of the Extension Amendment Proposal, the Auditor Ratification Proposal, and , if presented, the Adjournment Proposal, and “FOR” each of the director nominees in the Director Appointment Proposal.
Abstentions will count as a vote “AGAINST” the Trust Amendment Proposal, but will not have an effect on
Failure to vote by proxy or to vote in person (including virtually) at the meeting will have no effect on the outcome of the vote on each of the proposals, assuming a quorum is present.
Attn: Karen Smith
sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:
.
SPAC Redemptions
Prior to exercising redemption rights, shareholders should verify the market price of our ordinary shares, as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our ordinary shares when you wish to sell your shares.
Name | | | Age | | | Position | |
Roberta Brzezinski | | | 56 | | | Chief Executive Officer and Director | |
Herman G. Kotzé | | | 54 | | | Chief Financial Officer | |
Whitney Baker | | | 38 | | | Director | |
Michael Faber | | | 65 | | | Director | |
Neil Harper | | | 56 | | | Director | |
Darius James Roth | | | 55 | | | Director | |
We intend to hold another shareholders’ meeting prior to the expiration of the Extension Period in order to seek shareholder approval of the Lexasure Business Combination or another initial(or an alternative business combination.
Ifcombination if we are unable to complete the Charter Amendments and Trust Amendment are approved, the Board will have the flexibility to liquidate the Trust Account to redeem all public shares on a specified date following the approval of the Charter Amendments at any time before or after the current termination date, and prior to the end of the Extension Period.
2024.the Liquidation Amendment Proposal or the Trust Amendment Proposal areis not approved, and the Lexasure Business Combination or another initial(or an alternative business combination if we are unable to complete the Lexasure Business Combination) is not completed on or before JuneMarch 3, 2023,2024, we will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay winding up and dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up. We do not believe it is likely that, if the Charter Amendment Proposals and the TrustExtension Amendment Proposal areis not approved, we will be able to consummate the Lexasure Business Combination (or an initialalternative business combination if we are unable to complete the Lexasure Business Combination) by JuneMarch 3, 2023.
Our initial shareholders (and their permitted transferees) have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to their ordinary shares in connection with a shareholder vote to approve an amendment to our charter such as the CharterExtension Amendment. On the record date,Record Date, the initial shareholders beneficially owned and were entitled to vote 5,750,000 Founder Shares, which in the aggregate represents approximately 20%57.5% of the Company’s issued and outstanding ordinary shares.
In connection with the Charter Amendment Proposals, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes, divided by the number of then outstanding public shares, regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal, the Liquidation Amendment Proposal or the Trust Amendment Proposal, and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date. However, redemption payments for Elections in connection with this Meeting will only be made if the Charter Amendment Proposals and the Trust Amendment Proposal receive the requisite shareholder approvals. If the Charter Amendment Proposals and the Trust Amendment Proposal are approved by the requisite vote of shareholders, the remaining holders of public shares will retain their right to redeem their public shares if and when any initial business combination is submitted to the shareholders, subject to any limitations set forth in our charter, as amended by the Charter Amendments (as long as their election is made at least two (2) business days prior to the meeting at which the shareholders’ vote is sought). Each redemption of shares by our public shareholders will decrease the amount in our Trust Account, which held approximately $[•] million of marketable securities as of [•], 2023. In addition, public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed an initial business combination by the expiration of the Extension Period (if the Charter Amendment Proposals and the Trust Amendment Proposal are approved) or our earlier liquidation.
To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two (2) business days prior to the Meeting (or May 19, 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights. The redemption rights include the requirement that a shareholder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address in order to validly redeem its public shares.
As of [·], 2023,January 24, 2024, there was approximately $[·] $46.77 million of marketable securitiesfunds in the Trust Account. If the Charter Amendment Proposals and the TrustExtension Amendment Proposal areis approved and the Company extends the business combination period to [·],March 3, 2024 (or such earlier date as determined by our Board in its sole discretion), the redemption price per share at the meeting for the initial business combination or the Company’s subsequent liquidation may be a different amount in comparison to the current estimated redemption price of approximately $[·] $10.99 per share under the terms of our current charter and Trust Agreement.
The Extension Amendment Proposal will not become effective unless our shareholders approve each of the Extension Amendment Proposal, the Liquidation Amendment Proposal and the Trust Amendment Proposal. This means that unless all three proposals are approved by the shareholders, none of these three proposals will take effect. Additionally, in
The affirmative vote of holders of at least two-thirds of the votes cast by shareholders represented at the Meeting and entitled to vote thereon is required to approve the Extension Amendment. Abstentions or the failure to vote on the Extension Amendment will not have an effect on the Extension Amendment, assuming a quorum is present.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE EXTENSION AMENDMENT.
PROPOSAL 2: THE LIQUIDATION AMENDMENT PROPOSAL
The proposed Liquidation Amendment would amend the Company’s charter to permit our Board, in its sole discretion, to elect to wind up our operations on a date earlier than [·], 2024 (including prioras a new Article 162.”
Reasons for the Proposed Liquidation Amendment
The Company is proposing to amend its charter to permit our Board to elect to wind up our operations on an earlier date than [•], 2024 (including prior to June 3, 2023) and liquidate the Trust Accountopportunity to redeem alltheir public shares following approval of the amendment to the charter and prior to [•], 2024 (including a date prior to the current termination date) if it determines such action is in the best interests of shareholders. In electing to wind up at an earlier date, the Board may take into account various factors, including, but not limited to, the prospect of negotiating and consummating a business combination prior to the end of the Extension Period.
The purpose of the Liquidation Amendment is to enable the Board, in its sole discretion, to liquidate the Trust Account to redeem all public shares on a specified date followingupon the approval of the amendmentExtension Amendment, at a per-share price, payable in cash, equal to the charteraggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. If your redemption request is properly made and prior to the end of the Extension Period (including a date priorAmendment are approved, these shares will cease to be outstanding and will represent only the current termination date), after taking into account various factors, including, but not limitedright to the prospect of consummating a business combination prior to the end of the Extension Period.
Accordingly, the Board believes that it isreceive such amount. For illustrative purposes, based on funds in the best interestsTrust Account of ourapproximately $46.77 million on January 24, 2024, the estimated per share redemption price would have been approximately $10.99 (not including accrued interest less taxes paid or payable). Public shareholders may elect to provide additional flexibility to wind up our operations prior toredeem their public shares regardless of whether or how they vote on the end ofproposals at the Extension Period.
If the Liquidation Amendment Is Approved
If the Liquidation Amendment Proposal, as well asMeeting, but redemption payments for Elections in connection with this Meeting will only be made if the Extension Amendment Proposal receives the requisite shareholder approval.
Ifparticipate in, or have any interest in, the Liquidation Amendment Proposal Is Not Approved
Iffuture growth of the Liquidation Amendment Proposal,Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request redemption.
If the Company liquidates, the Sponsor has agreed that it will be liable to us if, and to the extent, any claims by a third party for services rendered or products sold to us or a prospective target businesses with which we have discussed entering into a transaction agreement reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, except as to any claims by a third party or a prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.
You are not being asked to vote on any business combination at this time. If the Charter Amendments and Trust Amendment are implemented and you do not elect to redeem yourunderlying public shares provided that you are a shareholder on the record date for a meetingand public warrants prior to consider the initial business combination, you will be entitled to vote on the initial business combination if and when it is submitted to shareholders and will retain the right to redeem your public shares for cash in the event the initial business combination is approved and completed or we have not consummated a business combination by the expiration of the Extension Period or upon the Company’s earlier liquidation, subject to the terms of the charter.
Our initial shareholders (and their permitted transferees) have entered into a letter agreement with us pursuant to which they have agreed to waive theirexercising redemption rights with respect to their ordinarythe public shares.
In connection with the Extension Amendment Proposal, the Liquidation Amendment Proposal, public shareholders may electwarrants.
Public shareholders may make an Election regardless of whether such public shareholders were holders ascustodian (DWAC) system, a withdrawal of the record date. However, redemption payments for Elections in connection with this Meeting will only be made if the Charter Amendments Proposalsrelevant units and the Trust Amendment Proposal receive the requisite shareholder approvals. If the Charter Amendment Proposals and the Trust Amendment Proposal are approved by the requisite votea deposit of shareholders, the remaining holdersan equal number of public shares will retain their rightand public warrants. This must be completed far enough in advance to redeem theirpermit your nominee to exercise your redemption
Full Text of the Resolution to be Approved
“RESOLVED, asseparated in a special resolution, that the board of directors of the Company, in its sole discretion, is authorizedtimely manner, you will likely not be able to elect to wind up the operations of the Company on a date prior to [•]exercise your redemption rights.
WE URGE HOLDERS OF ORDINARY SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission,SEC, including the Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.
Non-U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution under the Code.
You are not being asked to vote on the Lexasure Business Combination at this time. If the Charter Amendments and Trust Amendment are implemented and you do not elect to redeem yourratify the selection of Marcum as our independent registered public shares, provided that you are a shareholder on the record date for a meeting to consider the Lexasure Business Combination or another initial business combination, you will be entitled to vote on the Lexasure Business Combination or another initial business combination if and when it is submitted to shareholders and will retain the right to redeem your public shares for cash in the event the Lexasure Business Combination or another initial business combination is approved and completed or we have not consummated the Lexasure Business Combination or another business combination by the expiration of the Extension Period or upon the Company’s earlier liquidation, subject to the terms of the charter.
Reasonsaccounting firm for the Trust Amendment
The purposefiscal year ending March 31, 2024, our audit committee may reconsider the selection of Marcum as our independent registered public accounting firm. Marcum has audited our financial statements for the Trust Amendment is to allow the Company to extend the date by which the Company would be required to consummate a business combination from June 3,fiscal year ended March 31, 2023 to [·], 2024, or such earlier date as determined by our Board in its sole discretion. The Trust Amendment parallels the proposed Charter Amendment and the Liquidation Amendment.period from April 20, 2021 (inception) to March 31, 2022.
If both the Charter Amendment Proposalsaudit of our year-end financial statements and the Trust Amendment Proposalservices that are approved and implemented, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed exceptnormally provided by Marcum in connection with regulatory filings. The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended March 31, 2023 and the period from April 20, 2021 (inception) to March 31, 2022 totaled approximately $93,134 and $93,730, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
If the Trust Amendment Is Not Approved
If the Trust Amendment is not approved, and the Lexasure Business Combination or another initial business combination is not completed on or before June 3, 2023, we will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
audit).
The affirmative vote of holders of at least 65% of outstanding Company shares entitled to vote thereon is required to approve the Trust Amendment. Abstentions or the failure to vote on the Trust Amendment will have the same effect as a vote “AGAINST” the Trust Amendment.
Public shareholders may elect to redeem their public shares regardless of whether or how they vote on the Trust Amendment Proposal at the Meeting; however, redemption payments for Elections in connection with this Meeting will only be made if the Charter Amendment Proposals and the Trust Amendment Proposal receive the requisite shareholder approvals.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.
PROPOSAL 4: THE ADJOURNMENT PROPOSAL
The Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented at the Meeting in the event that there are insufficient tabulated votes for, or otherwise in connection with, the approval of the other proposals.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient tabulated votes for, or otherwise in connection with, the approval of the other proposals.
Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented at the Meeting in the event that there are insufficient tabulated votes for, or otherwise in connection with, the approval of the other proposals.
23,000,0009,998,396 of Class A ordinary shares and 5,750,000 Founder Shares (Classone Class B ordinary shares)share outstanding and does not reflect record or beneficial ownership of the Private Placement Warrants as they are not exercisable within 60 days of April 19February [•], 2023.2024.
Class A
Ordinary
Shares
Beneficially
Owned
Percentage of
Outstanding
Class A
Ordinary
Shares
Class B
Ordinary
Shares
Beneficially
Owned(2)
Percentage of
Outstanding
Class B
Ordinary
Shares(2)
Ordinary
Shares
Beneficially
Owned
Percentage of
Outstanding
Ordinary
Shares 5,749,999 57.5% 1(2) 100% 5,750,000 57.5% Roberta Brzezinski — — — — — — Herman G. Kotzé — — — — — — Whitney Baker — — — — — — Michael Faber — — — — — — Neil Harper — — — — — — Darius James Roth — — — — — —
a group (six individuals) — — — — — — 2,024,660 20.25% — — 2,024,660 20.25% 1,196,773 11.97% — — 1,196,773 11.97% 1,174,105 11.74% — — 1,174,105 11.74% Number of Approximate Number of Approximate Class A Percentage of Class B Percentage of Ordinary Outstanding Ordinary Outstanding Shares Class A Shares Class B Beneficially Ordinary Beneficially Ordinary Name and Address of Beneficial Owner(1) Owned Shares Owned(2) Shares(2) CEMAC Sponsor LP(3) — — 5,750,000 100.0 % Roberta Brzezinski — — — — Herman G. Kotzé — — — — Whitney Baker — — — — Michael Faber — — — — Neil Harper — — — — Darius James Roth — — — — All executive officers and directors as a group (six individuals) — — — — Weiss Asset Management LP(4) 1,268,450 5.52 % — — Highbridge Capital Management, LLC(5) 1,698,183 7.38 % — — Saba Capital Management, L.P.(6) 2,024,660 8.8 % — — Polar Asset Management Partners Inc (7) 1,196,773 5.20 % — —
PROPOSED AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of , 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”).
WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated as of November 30, 2021 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account established for the benefit of the Company and the Public Shareholders under the circumstances described therein;
WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or modified with the affirmative vote of at least sixty five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, voting together as a single class;
WHEREAS, pursuant to an extraordinary general meeting of the shareholders of the Company held on the date hereof, at least sixty five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, voting together as a single class, voted affirmatively to approve (i) this Amendment Agreement and (ii) a corresponding amendment to the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”); and
WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein concurrently with the effectiveness of the Charter Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined herein, shall have the meanings ascribed to such terms in the Trust Agreement.
2. Amendments to the Trust Agreement.
(a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with, the terms of a letter from the Company in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B (which Exhibit B is also being amended and restated in its entirety, as set forth herein), as applicable (“Termination Letter”), signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon (1) [•], 2024 (or such earlier date as determined by the Board, in its sole discretion) and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;”
3. No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of the parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement. This Amendment Agreement is intended to be in full compliance with the requirements for an amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and any defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
4. References.
(a) All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement; and
(b) All references to the “amended and restated memorandum and articles of association” in the Trust Agreement shall mean the Company’s amended and restated memorandum and articles of association as amended by the Charter Amendment.
5. Governing Law. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
6. Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Amendment Agreement by electronic transmission shall constitute valid and sufficient delivery thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment Agreement as of the date first written above.
EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account — Termination Letter
Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between Capitalworks Emerging Markets Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 30, 2021 (as amended, the “Trust Agreement”), this is to advise you that the Company did not effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of Association. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [ ]1 as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
CORP c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
EXTRAORDINARY MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS MAY 23, 2023
FEBRUARY 26, 2024 YOUR VOTE IS
IMPORTANT FOLD AND
DETACH HERE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 23, 2023
FEBRUARY 26, 2024 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the notice and proxy statement, dated [•[•], 20232024 (the “Proxy Statement”“Proxy Statement”), in connection with the extraordinary meeting in lieu of an annual general meeting of shareholders of Capitalworks Emerging Markets Acquisition Corp (the “Company”“Company”) and at any adjournments or postponements thereof (the “Meeting”“Meeting”) to be held at 10:00 a.m. Eastern Time on May 23, 2023February 26, 2024 as a virtual meeting for the sole purpose of considering and voting upon the following proposals, and hereby appoints Roberta Brzezinski and Herman G. Kotzé, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all of the ordinary shares of the Company registered in the name provided, which the undersigned is entitled to vote at the Meeting and at any adjournments or postponements thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3, AND PROPOSAL 4 (IF PRESENTED) CONSTITUTING THE EXTENSION AMENDMENT PROPOSAL, THE LIQUIDATION AMENDMENTAUDITOR RATIFICATION PROPOSAL, THE TRUST AMENDMENTDIRECTOR APPOINTMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued (Continued and to be marked, dated and signed on reverse side)
February 26, 2024: The notice of meeting and the accompanying Proxy Statement are available at https:// 2024. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL 1, PROPOSAL 2, AND PROPOSAL 4, IF PRESENTED, AND “FOR” EACH OF THE DIRECTOR NOMINEES IN PROPOSAL 3. Please mark votes as indicated in this example — A proposal to amend by special resolution the Company’s amended and restated memorandum of association and articles of association in the form set forth in Annex A to the accompanying proxy statement to extend the date by which the Company would be required to consummate a business combination from March 3, 2024 to March 3, 2025. FOR AGAINST ABSTAIN — Auditor Ratification Proposal A proposal to ratify, by ordinary resolution, the selection by the audit committee of the Board Marcum LLP to serve as the Company’s independent registered public accounting firm for the year ending March 31, 2024. FOR AGAINST ABSTAIN — Director Appointment Proposal A proposal to approve, by ordinary resolution of the sole holder of the Class B ordinary share of the Company, with a nominal or par value of $0.0001 per share, the re-appointment of each of the following directors as Class I Director until the 2027 annual general meeting of the Company in accordance with the charter. Whitney Baker Michael Faber FOR WITHHELD ABSTAIN — By ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1, Proposal 2 or Proposal 3. Date:, 2024 FOR AGAINST ABSTAIN Signature (if Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney. PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” May 23, 2023:www.cstproxy.com/www.cstproxy.com/cemac/2023.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4, IF PRESENTED.Please mark 🖊☑ votes as indicated in this exampleProposal 1 — Extension Amendment ProposalFORAGAINSTABSTAINA proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association in the form set forth in Annex A to the accompanying proxy statement to extend the date by which the Company would be required to consummate a business combination from June 3, 2023 to[•], 2024.¨¨¨Proposal 2 — Liquidation Amendment ProposalFORAGAINSTABSTAINA proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association in the form set forth in Annex A to the accompanying proxy statement to permit the Board, in its sole discretion, to elect to wind up our operations on an earlier date than [•], 2024 (including prior to June 3, 2023).¨¨¨Proposal 3 — Trust Amendment ProposalFORAGAINSTABSTAINA proposal to amend the Company’s investment management trust agreement, dated as of November 30, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to extend the date by which the Company would be required to consummate a business combination from June 3, 2023 to [•], 2024, or such earlier date as determined by the Board, in its sole discretion.¨¨¨Proposal 4 — Adjournment ProposalFORAGAINSTABSTAINBy ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1, Proposal 2 or Proposal 3.¨¨¨2023Signature held jointly) attorney ..EACH OF PROPOSAL 1, PROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4 (IF PRESENTED). THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.