TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 13, 2021 Roberta Brzezinski Co-Chief Executive Officer Capitalworks Emerging Markets Acquisition Corp 25 West 39th Street, Suite 700 New York, NY 10018 Re: Capitalworks Emerging Markets Acquisition Corp Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 29, 2021 CIK No. 0001865248 Dear Ms. Brzezinski: We have conducted a limited review of your draft registration statement. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this comment and your filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted June 29, 2021 Capitalization, page 82 1. We note that you are offering 20,000,000 Class A ordinary shares as part of your initial public offering of units, but only show 17,193,239 Class A ordinary shares subject to possible redemption in your Capitalization table. Please tell us how you considered the guidance in ASC 480-10-S99-3A, which requires securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the holder, in concluding that all 20,000,000 Class A ordinary shares were not required to be presented outside of permanent equity and part of shares subject to possible redemption. Roberta Brzezinski Capitalworks Emerging Markets Acquisition Corp July 13, 2021 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We request that you publicly file your registration statement and nonpublic draft submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Frank Knapp at (202) 551-3805 or Isaac Esquivel at (202) 551-3395 if you have questions regarding comments on the financial statements and related matters. Please contact Christopher Dunham at (202) 551-3783 or Pam Howell at (202) 551-3357 with any other questions. Sincerely, FirstName LastNameRoberta Brzezinski Division of Corporation Finance Comapany NameCapitalworks Emerging Markets Acquisition Corp Office of Real Estate & Construction July 13, 2021 Page 2 cc: Stephen P. Alicanti, Esq. FirstName LastName