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 jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (202) 320-4822
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant | | CMCAU | | The Nasdaq Stock Market LLC |
| | | | | |
| Class A ordinary shares, par value $0.0001 per share | | CMCA | | The Nasdaq Stock Market LLC |
| | | | | |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | | CMCAW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 23, 2024, Michael Faber tendered his resignation as a director of Capitalworks Emerging Markets Acquisition Corp (the “Company”), effective immediately. As a result of his resignation, Mr. Faber no longer serves as a member of each of the audit committee and the compensation committee of the board of directors of the Company. Mr. Faber’s resignation was not due to any disagreement with the Company.
Prior to his resignation, Mr. Faber was nominated for re-appointment as a Class I Director until the 2027 annual general meeting of the Company, which re-appointment will be submitted to the sole holder of the Company’s Class B ordinary share for approval at the upcoming extraordinary meeting in lieu of an annual general meeting of shareholders to be held on February 29, 2024 (the “Meeting”). Because of Mr. Faber’s resignation, the sole holder of the Company’s Class B ordinary share will only consider the re-appointment of Whitney Baker as a Class I Director at the Meeting.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| | Capitalworks Emerging Markets Acquisition Corp |
| | |
| Date: February 27, 2024 | By: | /s/ Roberta Brzezinski |
| | | Name: Roberta Brzezinski |
| | | Title: Chief Executive Officer |
