UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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 | ||
| price of $11.50 per share |
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
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 29, 2024, Capitalworks Emerging Markets Acquisition Corp (the “Company”) held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:
(i) a proposal to amend, by special resolution, the Company’s amended and restated memorandum and articles of association, as amended (the “Extension Amendment”) (a) to extend the date by which the Company would be required to consummate a business combination from March 3, 2024 to March 3, 2025 and (b) to permit the Company’s board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier date than March 3, 2025 (including prior to March 3, 2024) (the “Extension Amendment Proposal”);
(ii) 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 fiscal year ending March 31, 2024 (the “Auditor Ratification Proposal”); and
(iii) 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 Whitney Baker as a Class I Director until the 2027 annual general meeting of the Company (the “Director Appointment Proposal”).
The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
| 1. | Extension Amendment Proposal |
| For | Against | Abstain | ||
| 8,359,690 | 492,311 | 0 |
Accordingly, the Extension Amendment Proposal was approved.
| 2. | Auditor Ratification Proposal |
| For | Against | Abstain | ||
| 8,360,564 | 491,437 | 0 |
Accordingly, the Auditor Ratification Proposal was approved.
| 3. | Director Appointment Proposal |
| For | Withheld | |||
| Whitney Baker | 1 | 0 | ||
As previously disclosed, Michael Faber was nominated for re-appointment under the Director Appointment Proposal. However, because of Mr. Faber’s resignation on February 23, 2024, only the re-appointment of Whitney Baker as a Class I Director was considered at the Meeting.
Accordingly, the re-appointment of Whitney Baker as a Class I director was approved.
As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders holding 3,036,666 shares of the Company’s Class A ordinary shares exercised their right to redeem such Class A ordinary shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”) established in connection with its initial public offering (the “Redemption”). As a result, approximately $33,616,850 (approximately $11.07 per share) will be removed from the Trust Account to pay such holders.
Following the Redemption, there are 6,961,730 Class A ordinary shares and one Class B ordinary share issued and outstanding. As a result of the Redemption, CEMAC Sponsor LP, the sponsor of the Company, holds approximately 82.6% of the Company’s issued and outstanding Class A ordinary shares.
The Company filed the Extension Amendment with the Cayman Islands Registrar of Companies on February 29, 2024. A copy of the Extension Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 3.1 | An Amendment to the Amended and Restated Memorandum and Articles of Association of the Company | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 6, 2024 | By: | /s/ Roberta Brzezinski | |
| Name: | Roberta Brzezinski | ||
| Title: | Chief Executive Officer | ||