Form 8-K Capitalworks Emerging For: Jan 20

 

 

 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): January 20, 2022

 

Capitalworks Emerging Markets Acquisition Corp
(Exact name of registrant as specified in its charter)

 

Cayman Islands (State or other jurisdiction of incorporation)		001-41108 (Commission File Number)		98-1598114 (I.R.S. Employer Identification No.)
25 West 39th Street, Suite 700 New York, NY (Address of principal executive offices)			10018 (Zip Code)
	(646) 202-1838 (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
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, included as part of the units		CMCA		The NASDAQ Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		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 8.01. Other Events – Separate Trading of Units, Ordinary Shares and Warrants

 

As previously reported, Capitalworks Emerging Markets Acquisition Corp (the “Company”) consummated its initial public offering (the “IPO”) of 23,000,000 units (the “Units”) on December 3, 2021. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Ordinary Share for $11.50 per share.

 

On January 20, 2022, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Ordinary Shares and the Warrants comprising the Units commencing on January 21, 2022. Those Units not separated will continue to trade on The Nasdaq Global Market under the symbol “CMCAU,” and the Ordinary Shares and Warrants that are separated will trade on The Nasdaq Global Market under the symbols “CMCA” and “CMCAW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to instruct their brokers to contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate their Units into Ordinary Shares and Warrants.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated January 20, 2022.

 

 

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
	By:	/s/ Roberta Brzezinski
		Name: Roberta Brzezinski
		Title: Chief Executive Officer
Date: January 20, 2022

 

 

 

Exhibit 99.1

 

Capitalworks Emerging Markets Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing January 21, 2022

 

New York, NY / January 20, 2022 / Capitalworks Emerging Markets Acquisition Corp (NASDAQ: CMCAU) (the “Company”), a special purpose acquisition company, today announced that, commencing January 21, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on The Nasdaq Global Market (“Nasdaq”) under the symbols “CMCA” and “CMCAW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on Nasdaq under the symbol “CMCAU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Capitalworks Emerging Markets Acquisition Corp

 

Capitalworks Emerging Markets Acquisition Corp is a newly organized blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any industry or geographic region, it intends to focus on high-growth companies operating in select emerging markets, with the ability to replicate their business models sustainably across other emerging markets or translate their products, services or technologies to developed markets.

 

Cautionary Statement Concerning Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the timing of the separation of the units sold in the Company’s initial public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Capitalworks Contact

Cody Slach, Alex Thompson

Gateway IR

(949) 574-3860

[email protected]

 

SOURCE: Capitalworks Emerging Markets Acquisition Corp

 

 

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