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
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed by Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company (“CEMAC”), in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 7, 2023, CEMAC entered into a business combination agreement on March 1, 2023 (as amended, the “Business Combination Agreement”) with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (“Lexasure”), Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the SPAC Representative thereunder (the “SPAC Representative”), and Ian Lim Teck Soon, an individual, in the capacity as the Seller Represenattive thereunder (the “Seller Representative” and, collectively with CEMAC, Lexasure, Pubco, SPAC Merger Sub, Company Merger Sub, and SPAC Representative, the “Parties”), for a proposed business combination between CEMAC and Lexasure. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement.
On March 22, 2024, pursuant to Section 8.1(a) of the Business Combination Agreement, the Parties entered into a Termination and Release Agreement (the “Termination Agreement”) pursuant to which they agreed to terminate the Business Combination Agreement and the transactions contemplated thereby. The Termination Agreement also terminates and makes void the Ancillary Documents, including without limitation each Voting Agreement, each Lock-Up Agreement, each Non-Competition Agreement and the Sponsor Letter Agreement, and certain related letter agreements entered into after the Business Combination Agreement between CEMAC and Lexasure. The Termination Agreement also provides for a mutual release of claims among the Parties and their affiliates. As a result of the Termination Agreement, the Business Combination Agreement is of no further force and effect.
The foregoing descriptions of the Business Combination Agreement, the Ancillary Documents and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of, respectively, (i) the Business Combination Agreement, a copy of which was previously filed as Exhibit 2.1 to CEMAC’s Current Report on Form 8-K filed with the SEC on March 7, 2023, (ii) the Ancillary Documents, copies of which were previously included as Exhibits 10.1, 10.2, 10.3 and 10.4 to CEMAC’s Current Report on Form 8-K filed with the SEC on March 7, 2023, and (iii) the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated as of March 22, 2024, by and among Capitalworks Emerging Markets Acquisition Corp, Lexasure Financial Group Limited, Lexasure Financial Holdings Corp., CEMAC Merger Sub Inc., Lexasure Merger Sub Inc., CEMAC Sponsor LP in the capacity as the SPAC Representative thereunder, and Ian Lim Teck Soon in the capacity as the Seller Representative thereunder. | |
| 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 22, 2024 | By: | /s/ Roberta Brzezinski | |
| Name: | Roberta Brzezinski | ||
| Title: | Chief Executive Officer | ||