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):
May 12, 2023
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:
| x |
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 included as part of the units, 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 7.01 Regulation
FD Disclosure
As
previously disclosed, Capitalworks Emerging Markets Acquisition Corp, a special purpose acquisition
company incorporated as a Cayman Islands exempted company (“CEMAC”), entered into a Business Combination Agreement
(the “Business Combination Agreement”), dated as of March 1, 2023, by and among (i) CEMAC, (ii) Lexasure Financial Group Limited,
a Cayman Islands exempted company limited by shares (“Lexasure”), (iii) Lexasure Financial Holdings Corp., a Cayman Islands
exempted company limited by shares (“Pubco”), (iv) CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares
and a wholly-owned subsidiary of Pubco, (v) Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned
subsidiary of Pubco, (vi) CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the representative for the
shareholders of CEMAC and Pubco (other than the Lexasure shareholders), and (vii) Ian Lim Teck Soon, an individual, in the capacity as
the representative for the Lexasure shareholders, for a proposed business combination among the parties.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference is a investor presentation (“Investor
Presentation”) that will be used by Lexasure and CEMAC in connection with the transactions (the “Transactions”) contemplated
by the Business Combination Agreement.
The
Investor Presentation is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
May 12, 2023, Lexasure issued a press release announcing (i) that CEMAC is seeking shareholder approval for a nine-month extension
to March 3, 2024 of its deadline to complete a business combination at a shareholder meeting scheduled for May 23, 2023 and (ii) the availability
of the Investor Presentation. A copy of the press release is furnished as Exhibit 99.2 to this Current Report
on Form 8-K and is incorporated by reference herein.
Cautionary Note Regarding
Forward-Looking Statements
Certain
statements included in this report are not historical facts but are forward-looking statements. Forward-looking statements generally are
accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on various assumptions,
whether or not identified in this report and on the current expectations of CEMAC’s and Lexasure’s respective management and
are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of CEMAC and Lexasure. Some important factors that could cause actual results to differ materially
from those in any forward-looking statements could include, without limitation, changes in business, market, financial, political and
legal conditions.
These
forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, the inability of the parties
to successfully or timely consummate the Transactions; the failure to realize the anticipated benefits of the Transactions; the ability
of CEMAC prior to the Transactions, and Pubco following completion of the Transactions, to maintain (in the case of CEMAC) and to obtain
and maintain (in the case of Pubco) the listing of CEMAC’s shares prior to the Transactions, and, following the Transactions, Pubco’s
shares, on the Nasdaq; costs related to the Transactions; the occurrence of any event, change or other circumstances that could give rise
to the termination of the proposed business combination; the failure to satisfy the conditions to the consummation of the Transactions,
including the approval of the Business Combination Agreement by the shareholders of CEMAC; changes to the proposed structure of the proposed
business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed business combination; the risk that the Transactions may not be completed by the stated deadline and
the potential failure to obtain an extension of the stated deadline; the inability to complete a transaction financing; the outcome of
any legal proceedings that may be instituted against CEMAC, Pubco or Lexasure related to the Transactions; the attraction and retention
of qualified directors, officers, employees and key personnel of CEMAC and Lexasure prior to the Transactions, and Pubco following the
Transactions; the ability of Pubco to compete effectively in a highly competitive market; the ability to protect and enhance Lexasure’s
corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in Lexasure’s industry; the
uncertain effects of the COVID-19 pandemic or other public health matters; competition from larger companies that have greater resources,
technology, relationships and/or expertise; the impact of pricing pressure and erosion; supply chain risks; risks to Lexasure’s
ability to protect its intellectual property and avoid infringement by others, or claims of infringement against Lexasure; the future
financial performance of Pubco following the Transactions, including the ability of future revenues to meet projections; the ability of
Pubco to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; Lexasure’s ability to execute
its business plans and strategy; risks related to the fact that each of Lexasure and Pubco is incorporated in the Cayman Islands and governed
by Cayman Islands law; and those factors discussed in CEMAC’s final prospectus dated November 30, 2021, and Quarterly Report on
Form 10-Q for the quarter ended September 30, 2022, in each case, under the heading “Risk Factors,” and set forth in other
documents of CEMAC or Pubco filed, or to be filed, with the SEC. You should carefully consider the foregoing factors and the other risks
and uncertainties that will be described in the “Risk Factors” section of the registration statement on Form F-4 and related
proxy statement/prospectus and other documents to be filed by CEMAC or Pubco from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in
the forward-looking statements. The foregoing list of risks is not exhaustive.
If
any of these risks materialize or the underlying assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that neither CEMAC nor Lexasure presently know or that CEMAC
or Lexasure currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect CEMAC’s and Lexasure’s current expectations, plans and forecasts
of future events and views as of the date of this Current Report on Form 8-K. Nothing herein should be regarded as a representation by
any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K, which
speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk
factors of CEMAC and Lexasure described above. CEMAC and Lexasure anticipate that subsequent events and developments will cause their
assessments to change. However, while CEMAC and Lexasure may elect to update these forward-looking statements at some point in the future,
they each specifically disclaim any obligation to do so, except as may be required by law. These forward-looking statements should not
be relied upon as representing CEMAC’s or Lexasure’s assessments as of any date subsequent to the date of this Current Report
on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Participants in the Solicitation
CEMAC,
Lexasure and Pubco and their respective directors and executive officers may be considered participants in the solicitation of proxies
with respect to the proposed transaction described in this report under the rules of the SEC. Information about the directors and executive
officers of CEMAC is set forth in its Annual Report on Form 10-K for the year ended March 31, 2022, filed with the SEC on July 15, 2022,
and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Capitalworks Emerging Markets
Acquisition Corp., 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of the CEMAC shareholders in connection with the proposed Transactions
will be set forth in the registration statement on Form F-4 containing a proxy statement/prospectus to be filed by Pubco with the SEC
with respect to the proposed Transactions. These documents can be obtained free of charge from the sources indicated herein.
Important Information About
the Transactions and Where to Find It
This
report relates to proposed Transactions between CEMAC and Lexasure. This report does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In
connection with the Transactions described herein, CEMAC and Lexasure intend to file relevant materials with the SEC, including a registration
statement on Form F-4 to be filed by Pubco, which will include a proxy statement/prospectus. Security holders are encouraged to carefully
review such information, including the risk factors and other disclosures therein. The proxy statement/prospectus will be sent to all
shareholders of CEMAC and Lexasure. CEMAC and Pubco will also file other documents regarding the proposed Transactions with the SEC. Before
making any voting or investment decision, investors and security holders of CEMAC are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Transactions
as they become available because they will contain important information about the proposed Transactions.
Once
available, shareholders will also be able to obtain a copy of the Form F-4, including the proxy statement/prospectus, and other documents
filed with the SEC without charge, by directing a request to: stefan.r@capitalworksem.com. The preliminary and definitive proxy statement/prospectus,
once available, and other materials filed with the SEC, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING THEREOF OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Non-Solicitation
This
report does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed business combination described herein and shall not constitute an offer to
sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Investor
Presentation, dated May 2023. |
| 99.2 |
|
Press
release, dated May 12, 2023 |
| 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: May 12, 2023 |
By: |
/s/ Roberta Brzezinski |
| |
|
Name: |
Roberta Brzezinski |
| |
|
Title: |
Chief Executive Officer |
| Your Trusted Partner
for Creating
an Insured World
May 2023 |
| Disclaimer and Other Important Information
2
This presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential
business combination between Lexasure Financial Group Limited (“Lexasure”) and Capitalworks Emerging Markets Acquisition Corp. (“CEMAC”) and related transactions (the “Potential Business
Combination”) and for no other purpose. By reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. Without the express prior
written consent of Lexasure and CEMAC, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose
other than your evaluation of Lexasure and the Potential Business Combination or (iv) provided to any other person, except your employees and advisors with a need to know who are advised of the
confidentiality of the information. This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof.
This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any
securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall
there by any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This
Presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive subscription agreement and will be
made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. Lexasure and CEMAC reserve
the right to withdraw or amend for any reason any offering and to reject any subscription agreement for any reason. The communication of this Presentation is restricted by law; it is not intended for
distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
No representations or warranties, express or implied are giving in, or in respect of, this Presentation. To the fullest extent permitted by law, in no circumstances will Lexasure, CEMAC or any of their
respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss
of profit arising from the use of this Presentation, its contents (including internal economic models), its omissions, reliance on the information contained within it, or opinions communicated in relation
thereto or otherwise arising in connection therewith. Industry and market data used in this Presentation have been obtained from third-party industry publications and sources as well as from
research reports prepared for other purposes. Neither Lexasure nor CEMAC has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or
completeness. This data is subject to change. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communication from or with Lexasure, CEMAC or their
respective representatives as investment, legal or tax advice. In addition, this Presentation does not purpose to be all-inclusive or contain all of the information that may be required to make a full
analysis of Lexasure or the Potential Business Combination. Recipients of this Presentation should each make their own evaluation of Lexasure and the Potential Business Combination and of the
relevance and adequacy of the information and should make such other investigations as they deem necessary.
In connection with the Potential Business Combination, a registration statement on Form F-4 (the “Form F-4”) is expected to be filed with the SEC. The Form F-4 will include a preliminary proxy
statement for the stockholders of CEMAC that also constitutes a preliminary prospectus. Lexasure and CEMAC urge investors, stockholders and other interested persons to read, when available, the
Form F-4, including the preliminary proxy statement/prospectus and amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein, as well as
other documents filed with the SEC in connection with the Potential Business Combination, as these materials will contain important information about Lexasure, CEMAC and the Potential Business
Combination.
The Form F-4 and other documents in connection with the Potential Business Combination will be filed after you have made an investment decision one way or the other regarding any potential
investment in Lexasure or CEMAC. Because of this sequencing, when deciding whether to invest in Lexasure or CEMAC, you should carefully consider the information made available to you, including
this Presentation, through the date of your decision. If you sign a subscription agreement, you will be required to make certain representations relating to the foregoing. When available, the definitive
proxy statement / prospectus will be mailed to CEMAC’s stockholders as of a record date to be established for voting on the Potential Business Combination. |
| Disclaimer and Other Important Information
3
Interested parties will also be able to obtain free copies of such documents filed with the SEC (once available) at the SEC’s website located at www.sec.gov, or security holders may direct a request to
Capitalworks Emerging Markets Acquisition Corp., Attn: Corporate Secretary, 25 West 39th Street, Suite 700, New York, NY 10018 Lexasure, CEMAC and their respective directors, executive
officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of CEMAC’s security holders in connection with the
Potential Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of CEMAC’s directors and executive officers in its
filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of CEMAC’s security holders in connection with the Potential
Business Combination will be set forth in the Form F-4, along with information concerning the interests of CEMAC’s and Lexasure’s participants in the solicitation. Such interest may, in some cases,
be different from those of CEMAC’s or Lexasure’s equity holders generally.
Forward-Looking Statements
Certain statements included in this Presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statement regarding estimates and forecasts of financial and performance metrics; expected results; the anticipated growth and expansion
of Lexasure’s business and the viability of Lexasure’s growth strategy; trends and developments in Lexasure’s industry; Lexasure’s addressable market; competitive position; potential market
opportunities; expected synergies; the listing of Lexasure’s securities on Nasdaq; the expected management and governance of Lexasure and other matters. These statements are based on various
assumptions, whether or not identified in this Presentation, and on the current expectations of Lexasure and/or CEMAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by, any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of Lexasure and CEMAC. These forward-looking statements are subject to a number of risks and uncertainties, including: the risk that the Potential Business Combination may not be completed in a
timely manner or at all, which may adversely affect the price of CEMAC’s securities; CEMAC’s potential failure to obtain any needed extension of the deadline for the Potential Business Combination;
the failure to satisfy the conditions to the consummation of the Potential Business Combination, including the adoption of the business combination by the stockholders of CEMAC; failure to satisfy
the minimum cash amount following redemptions by CEMAC’s public stockholders in connection with a stockholder vote to extend the business combination deadline and the stockholder vote to
approve the business combination agreement and the transactions contemplated thereby; failure to receive certain governmental and regulatory approvals; the lack of a third party valuation in
determining whether or not to pursue the Potential Business Combination; ; the occurrence of any event change or other circumstance that could give rise to the termination of the business
combination agreement; costs related to the Potential Business Combination; actual or potential conflicts of interest of CEMAC’s management with its public stockholders; the effect of the
announcement or pendency of the Potential Business Combination on Lexasure’s business relationships, performance and business generally; risks that the Potential Business Combination disrupts
current plans of Lexasure and potential difficulties in Lexasure’s employee retention as a result of the Potential Business Combination; the outcome of any legal proceedings that may be instituted
against Lexasure or against CEMAC related to the merger agreement or the Potential Business Combination; failure to realize the anticipated benefits of the Potential Business Combination; the
inability to meet and maintain the listing of CEMAC’s securities on Nasdaq; the risk that the price of Lexasure’s or CEMAC’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting Lexasure’s business and changes in the combined capital structure; the inability to implement business plans, forecasts, and other expectations after the
completion of the Potential Business Combination, and identify and realize additional opportunities; the risk that Lexasure will need to raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all; the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; negative economic conditions
that could impact Lexasure and its industry in general; factors that affect insurance companies generally; |
| Disclaimer and Other Important Information
4
changes in, and Lexasure’s ability to comply with, laws and government regulations, reduction in demand for Lexasure’s products; risks associated with Lexasure doing business in emerging markets;
conflict and uncertainty in neighboring countries; and other risk and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in
the Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, the Form F-4 and the proxy statement/prospectus contained therein, as well as those contained in the Potential Business
Combination Risk Factors provided at the end of this Presentation. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that neither Lexasure nor CEMAC presently know or that Lexasure and CEMAC currently believe are immaterial that could also
cause actual results to differ from those contained int eh forward-looking statements. In addition, forward-looking statements reflect Lexasure’s and/or CEMAC’s expectations, plans or forecasts of
future events as of the date of this Presentation. Lexasure and CEMAC anticipate that subsequent events and developments will cause Lexasure and CEMAC’s assessments to change. However,
while Lexasure and CEMAC may elect to update these forward-looking statements at some point in the future, Lexasure and CEMAC specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Lexasure and/or CEMAC’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Financial Information; Non-GAAP Financial Terms
The financial information and data contained in this Presentation for the year ended 2022 are unaudited. The financial information and data for the year ended 2022 do not conform to Regulation S-X promulgated by the SEC. Such information and data may not be included in, may be adjusted in, or may be presented differently in the Form F-4 or other report or document to be filed or
furnished by Lexasure or CEMAC with the SEC.
Trademarks
This Presentation contains trademarks, service marks, trade names, and copyrights of Lexasure, CEMAC and third parties, which are the property of their respective owners. The use or display of
third parties’ trademarks, service marks, trade names or copyrights in this Presentation is not intended to, and does not imply, a relationship with Lexasure or CEMAC, or an endorsement or
sponsorship by or of Lexasure or CEMAC. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, * or ©
symbols, but such references are not intended to indicate, in any way, that Lexasure or CEMAC will not assert, to the fullest extent under applicable law, their rights or the rights of the applicable
licensor to these trademarks, service marks, trade names and copyrights. |
| 90%
of recurring disaster risks in Asia remain
uninsured...
* Guy Carpenter Report, 2022
5 |
| We’re working to
change that.
©2023 Proprietary and Confidential. All Rights Reserved.
6 |
| OUR VISION
Create an insured future for
the world
OUR MISSION
To enable people and businesses to
live and grow boldly through
effective, customized risk
management solutions.
7 |
| Investment Highlights
Lexasure is a profitable provider of reinsurance and digital insurance products that seeks to transform how
Asian consumers and businesses manage risk, while making direct insurers more competitive and resilient
Positioned in fast-growing Southeast
and South Asian markets
A driver of digitalization of
insurance products
IaaS platform designed
to enhance growth and
efficiency of direct insurers
©2023 Proprietary and Confidential. All Rights Reserved.
$0
$5
$10
$15
$20
$25
$30
FY 2022 FY 2023E FY 2024E
8
$0
$50
$100
$150
$200
FY 2022 FY 2023E FY 2024E
Net Income1
Net Assets1
Insurance for the Digital Age | Asia’s InsurTech and Reinsurance Company
1. $ in millions; unaudited US GAAP |
| ©2023 Proprietary and Confidential. All Rights Reserved.
Meeting the Reinsurance Needs of Our Customers in South &
Southeast Asia and North America
Front Street Re (Cayman)
Front Street Reinsurance
Life and General Reinsurance
The Archipelago Group
Reinsurance & Direct Insurance Acurra Group International and Reinsurance
Broking & Captive Management
• Incorporated in March 2010 Services
• Acquired from FGL US Holdings in May 2021
• Covers Annuities, Life, Health and Medical,
Long-Term Care
• General reinsurance subsidiary incorporated
22 June 2022
• Established in 2013
• Solutions include:
• Reinsurance
• General insurance
• Life insurance
• Takaful General
• Family Takaful
• Established in 2004
• Focused on specialized risks
with values of above US$100m
• Operations span across Asia
Lexasure Financial Group - Three Primary Operating Subsidiaries
9 |
| Led by a visionary founder and senior leadership team of insurance veterans
and technology leaders with over 150 years of combined experience
Richard Goh Ian Lim Adrian Tay George Nicholson Vincent Kwo Beng Ghee Lim
Chairman Chief Operating Officer Chief Financial Officer Chief Risk Officer Chief Technology Officer
• Over 40 years of
experience in the
insurance business
• Former CEO of
Labuan Composite
Group with operations
in Indonesia,
Philippines and
Myanmar
• Over 25 years of
experience in
(re)insurance underwriting
• Managing Director &
CEO of BMS Asia
• Former Head of Treaty
& Facultative
Underwriting of Sirius
Point
• Over 20 years of
experience in
auditing/ accounting,
corporate finance and
governance, as well as
advising global MNCs
in a Government
investment promotion
agency
• Former Vice President
and Controller of Fidelity
& Guaranty Life
Insurance Company
• Over 40 years experience &
Former Senior Vice
President and Chief
Accounting Officer for
Nassau Financial Group and
HRG Group (NYSE: HRG)
• Over 35 years of
experience & CEO,
CFO, COO and Chief
Actuary positions for
Prudential Financial,
MAA (now Zurich), AXA,
Allianz, Aetna and AIA
in Malaysia, Singapore,
Thailand and Indonesia
• Over 20 years of
experience in technology-related sectors
• Former CTO of Flash
Tech Solutions and
Hexagon AI
Founder & Chief
Executive Officer
©2023 Proprietary and Confidential. All Rights Reserved. 10
Ong Hui-Koon
Chief Strategy & Revenue Officer
• Over 20 years of
experience in various
positions across
finance industry, such
as credit financing,
wealth management,
corporate investments,
and re(insurance) |
| ©2023 Proprietary and Confidential. All Rights Reserved.
We are a driver of the digital transformation of the insurance
and reinsurance industry with scalable and innovative
products that meet the local needs of companies and people
in fast-growing Asian markets.
FY 2022 (ended June 30, unaudited)
$98.3M
gross premium net income
$14.8M
$12.5M +
net profit
22
countries
60 +
SME Insurers
$405.7M
total assets
150 +
years of insurance
experience
Lexasure Snapshot Today
Lexasure Financial Group provides reinsurance and digital
insurance solutions, including Reinsurance-as-a-Service
(RaaS), to the growing markets of Southeast and South Asia.
We seek to enable our clients to manage risk, accelerate
growth, and effectively compete.
11 |
| 46% 3% $83
Asia will account for
46% of the global insurance
market in 20301
Asia’s insurance coverage
(excluding China) is 3% of GDP,
compared to 9% in OECD
countries2
in Mortality Protection Gap
alone4
Our Market Opportunity
Asia will drive the growth of the global insurance market
TRILLION
35% of global growth in the
reinsurance market will come
from APAC 2022-26, per
Technavio report, Nov 2022
“InsurTech will be a crucial driver for
change as the insurance industry
leverages technology for coming up
with innovative risk financing
solutions for reducing the
protection gap and building a
sustainable future.”3
This is the shortfall in financial
resources that households need to
maintain their standard of living in
the event of the death of a
primary earner - 3 in 4
households are in financial
danger if a breadwinner dies
1 2 4 Source: Asian Development Bank
12
3 Source: https://blogs.adb.org/blog/how-close-asia-s-insurance-protection-gap |
| Our Growth Strategy
Drive insurance sector to
catch up with booming
mobile payment and fintech
in SE and South Asia
Take complexity and cost out
of serving Asian consumers
Capture untapped demand
for insurance in
low-penetration markets
Provide captive ecosystem to
drive reinsurance volumes
through our platform
Digitalization of
of insurance and
reinsurance
Digital insurance
products
customized to
local needs
Growing network
of primary
insurers and
digital channel
partners
Superior risk
execution on
reinsurance and
asset
management
13 |
| Currently working with 7% of SME insurers across 19 countries in Asia
1. China
2. Taiwan
3. South Korea
4. Brunei
5. Philippines
6. Indonesia
7. Thailand
8. Malaysia
9. Singapore
10. Cambodia
11. Laos
12. Myanmar
13. Vietnam
14. Nepal
15. Sri Lanka
16. Bangladesh
17. Bhutan
18. Pakistan
19. Maldives
20. United Arab
Emirates
21. Bermuda
22. USA
14 |
| 0
25
50
75
100
2021 2022 2023E 2024E
Lexasure Customers
We Aim to Grow the Reach and Share of Regional Direct
Insurers on Platform
Projected Growth in Primary Insurer Network Share 800 SEA insurers1
21%
7%
MNCs 72%
Local
2024 Target Share for Lexasure
68% 21%
11%
MNCs
Lexasure Customers
Local
©2022 Proprietary and Confidential. All Rights Reserved.
50
60
70
85
15
re for Lexasure
% 1
1
2
1. Insurance Directory of Asia 2022 |
| Capitalworks Emerging Markets Acquisition Corporation (CEMAC)
Overview
Established by PE firm Capitalworks and Camber Base, an affiliate of Brown University, Capitalworks Emerging Markets Acquisition Corp.
(NASDQ: CMCA) executed its IPO on December 3, 2021, to acquire a high-growth, cross-border company operating in middle-income
emerging markets with the ability to replicate its business model sustainably across other emerging markets and/or translate their products,
services or technologies to developed markets. On March 1, 2023, CEMAC and Lexasure entered into a business combination agreement
that, if completed, will result in the Lexasure Group becoming a Nasdaq-listed public corporation.
©2023 Proprietary and Confidential. All Rights Reserved.
Overview
As of December 3, 2021
1. Multiple of money invested
>60 Private Equity and
Strategic Investments
NASDAQ Listed
CFO Experience
Through-the-Cycle
MoM
1 of 2.6x on Exited
Private Equity Investments
High Pedigree Global
Network
Strength of Leadership
Central Europe
742
Latin America
1,122
Asia
2,834
Russia +
Africa
336
Leadership’s Global Experience Over Two Decades
Capital Deployed by Region ($M)
16 |
| Roberta Brzezinski
Managing Partner,
Capitalworks EM
CEO and Board
Director
Herman Kotzé
Senior Executive,
Capitalworks
CFO
23-year dedicated private equity
investor in Asia, Latin America
and CEE
22 years as CFO and then CEO
of Net1, a NASDAQ listed
fintech firm with an EM focus
CEMAC Board and Executive Team
©2023 Proprietary and Confidential. All Rights Reserved.
Whitney Baker, Board Chair
y Founder of Totem Macro, a
macro-strategy researcher
focusing on EM
Michael Faber, Board Director
Neil Harper, Board Director
Jim Roth, Board Director
ƒ President & CIO of NextPoint
Management Company, a
multi-billion family office
y Chairman of Turkven (leading
Turkish private equity fund)
and Zamo Capital
y Founder and CEO of Zamo
Capital (impact investment
platform)
As of December 3, 2021 17 |
| Summary of Opportunity
Insurance for the Digital Age | Asia’s InsurTech and Reinsurance Company
1 Profitable company with deeply experienced management team
2 Favorably positioned in fast growing SEA insurance market
3 Driver of digital adoption by consumers and SME direct insurers
4 Dynamic network of regional customers and partners
©2022 Proprietary and Confidential. All Rights Reserved. 18 |
| Risk Factors
19
Capitalworks Emerging Markets Acquisition Corp, a special purpose acquisition company incorporated as a Cayman Islands exempted company (“CEMAC”), entered into a Business Combination
Agreement (the “Business Combination Agreement”), dated as of March 1, 2023, by and among (i) CEMAC, (ii) Lexasure Financial Group Limited, a Cayman Islands exempted company limited by
shares (“Lexasure”), (iii) Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), (iv) CEMAC Merger Sub Inc., a Cayman Islands exempted company limited
by shares and a wholly-owned subsidiary of Pubco, (v) Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco, (vi) CEMAC Sponsor
LP, a Cayman Islands exempted limited partnership, in the capacity as the representative for the shareholders of CEMAC and Pubco (other than the Lexasure shareholders), and (vii) Ian Lim Teck
Soon, an individual, in the capacity as the representative for the Lexasure shareholders, for a proposed business combination (the “Business Combination”) among the parties.
You should carefully consider the risks and uncertainties described below, the “Risk Factors” section of CEMAC’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on
July 15, 2022, and subsequently filed Quarterly Reports on Form 10-Q, other documents filed by CEMAC from time to time with the SEC and any risk factors made available to you in connection with
CEMAC, or the Potential Business Combination (together the “Potential Business Combination Risk Factors”).
Risks Related to Lexasure
• Lexasure operates in emerging and evolving markets, which may develop more slowly or differently that it expects. If its markets do grow as Lexasure expects, if Lexasure cannot expand its
solutions and applications to meet the demands and evolving standards of these markets its revenue may decline or fail to grow, and it may not be able to operate profitably or meet its projections.
• Lexasure has a limited operating history, making it difficult to forecast its future results of operations.
• Denial of claims or Lexasure’s failure to accurately and timely pay claims could materially and adversely affect is business, financial condition, results or operations and prospects.
• Lexasure is, and may in the future be, involved in litigation regarding the validity of claims made under its policies and other matters that may have a material adverse affect.
• Lexasure may be subject to seasonality due to claims made as a result of weather-related losses that are covered under its insurance, or reinsurance policies.
• Lexasure is subject to significant governmental regulation and changes to the regulatory framework in any of the countries in which it operates may adversely affect Lexasure, its business and
results of operations, including its competitiveness and compliance costs.
• Lexasure is subject to insurance and reinsurance laws and regulations in each of the jurisdictions in which it operates, and the cost of compliance with, and any liabilities under, current and future
laws and regulations may have a material adverse effect on its business, financial condition, results of operations and financial condition.
• The insurance and reinsurance laws and regulations to which it subject could conflict with each other or require the company to incur additional costs in a jurisdiction to comply with laws and
regulations in different jurisdictions that an insurer or reinsurer operating in a single jurisdiction would not.
• Failure to obtain renew or maintain the permits and approves required to operate Lexasure’s business in any jurisdiction may have an adverse effect on its business, results of operations and
prospects.
• Lexasure is subject to competition in all of its markets from man competitors, most of whom have significantly greater resources, technology, relationships or expertise.
• A failure to implement its growth strategy may adversely affect Lexasure’s business.
• Lexasure’s growth strategy includes reinsurance of insurance obligations written by unaffiliated insurance companies and our ability to consummate these transactions on terms acceptable to
Lexasure is uncertain. Even if Lexasure execute transactions on terms acceptable to it, the ability to realize the anticipated financial benefits from reinsurance transactions is uncertain.
• If market conditions cause reinsurance to be more costly or unavailable, Lexsaure may be required to bear increased risks or reduce the level of our underwriting commitments. Furthermore,
reinsurance subjects Lexasure to counterparty risk and may not be adequate to protect it against losses, which could have a material effect on Lexasure’s results of operations and financial
condition.
• Lexasure may not achieve or maintain profitability.
• Lexasure will require additional capital as it grows its insurance and reinsurance business, and such capital may not be available on acceptable terms, or at all, which would result in Lexasure being
unable to grow, or maintain its business. |
| Risk Factors
20
• Lexasure may be unable to adequately forecast and predict its exposure to claims and thus could incur losses in excess of its ability to pay claims.
• Lexasure may not be able to manage its growth effectively or properly manage its future costs against its revenues.
• Any expansion of Lexasure’s business activities through mergers, acquisition, joint ventures or strategic alliances may be affected by antitrust laws in one or more jurisdictions, access to capital
resources, and the costs and difficulties of integrating future acquired businesses and technologies, which could impede its future growth and adversely affect its competitiveness.
• Lexasure’s growth is dependent on the continued growth of the economies in the jurisdictions in which it operates as well as the acceptance of insurance by individuals and companies living or
operating in these jurisdictions, neither of which is assured. To the extent these economies are subject to an economic downturn or do not insure against risks in the same manner as in more
developed economies, Lexasure’s business would be materially adversely affected.
• Many of the jurisdictions in which Lexasure operates or intends to operate are experiencing substantial inflationary pressures which may prompt the governments to take action to control the
growth of the economy and inflations, which could adversely affect the Lexasure’s business and results of operations.
• Inflation will increase the value of the claims for which we have to pay losses and if Lexasure is unable to raise premiums to cover these costs, its profitability will be adversely affected.
• Fluctuations in foreign currency exchange rates will affect Lexasure’s financial results, which will be reported in U.S. dollars.
• Lexasure may be unable to attract and retain key management and other qualified personnel which would likely adversely affect Lexasure’s business.
• Failure to maintain good employee relations may affect Lexasure’s operations and the success of its business.
• The outbreak of COVID-19 has had an adverse impact on Lexasure’s business, operating results, financial condition and liquidity, and a recurrence of a health emergency related to COVID-19
could result in additional adverse impacts. The outbreak of another disease or similar public health threat in the future could also have an adverse effect on Lexasure’s business, operating results,
financial condition and liquidity.
• To the extent Lexasure insures, or reinsures, claims related to COVID-19 or another public health threat, it could face additional losses beyond those incurred as a result of the disruption caused to
its business.
• Lexasure is exposed to the risk of inadvertently violating anti-corruption, anti-money laundering, anti-terrorist financing and economic sanctions laws and regulations and other similar laws and
regulations and any violations of such laws and regulations could adversely affect Lexasure by subjecting it to criminal or civil penalties, revocation of its ability to operate in one or more
jurisdictions, require significant changes to its business model or otherwise damage its brand and reputation.
• Risks associated with Lexasure’s operations in international emerging markets, including political or economic instability, and failure to adequately comply with existing and future legal
requirements, may materially adversely affect Lexasure.
• Lexasure’s intellectual property rights are valuable and any inability to protect them may adversely affects its business and financial results.
• The laws of many of the jurisdictions in the Lexasure operates may not afford the same level of protection of intellectual property rights as the United States, which could have a material adverse
affect on the ability of Lexasure to conduct its business or expose it to the loss of its intellectual property rights in one or more jurisdictions.
• Lexasure is exposed to certain risks if it is unable to maintain the availability of its critical technology systems and data and safeguard the confidentiality and integrity of its data, which could
compromise its ability to conduct its business.
• Lexasure collects, processes, stores, shares, discloses and uses customer information and other data, and its actual or perceived failure to protect such information and data, respect customers'
privacy or comply with data privacy and security laws and regulations could damage its reputation and brand and harm its business and operating results.
• A delay or failure to identify and devise, invest in and implement certain important technology, business and other initiatives could have a material impact on Lexasure’s business, financial
condition and results of operations.
• System failures, defects, errors or vulnerabilities in its website, applications, backend systems or other technology systems or those of third-party technology providers could harm Lexasure’s
reputation and adversely affect its business.
• Lexasure has entered into, ad may continue to enter into, related party transactions with certain members of its board, management team or entities controlled by such people. |
| Risk Factors
21
Risks Relating to Pubco’s Business and Operations Following the Business Combination with Lexasure
• Following the consummation of the Business Combination, Pubco’s only significant asset will be its ownership of Lexasure, and such ownership may not be sufficient to pay dividends or make
distributions or obtain loans to enable Pubco to pay any dividends on its ordinary shares, pay its expenses or satisfy other financial obligations.
• Pubco will incur higher costs post-Business Combination as a result of being a public company.
• Lexasure’s management team has limited experience managing and operating a U.S. public company.
• The price of Pubco’s ordinary shares may be volatile.
• Reports published by analysts, including projections in those reports that differ from Pubco’s actual results, could adversely affect the price and trading volume of its ordinary shares.
• An active, liquid trading market for Pubco ordinary shares and Pubco warrants may not develop, which may limit your ability to sell Pubco ordinary shares and Pubco warrants.
• Pubco may issue additional Pubco ordinary shares under a new employee incentive plan upon or after consummation of the Business Combination, which would dilute the interest of Pubco’s
shareholders.
• Pubco may or may not pay cash dividends in the foreseeable future.
• Because Pubco is incorporated in the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
• It may be difficult to enforce a U.S. judgment against Pubco or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.
• Provisions in the Pubco governance documents may inhibit a takeover of Pubco, which could limit the price investors might be willing to pay in the future for Pubco’s securities and could entrench
management.
• Pubco will be an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make Pubco’s ordinary shares less
attractive to investors, which could have a material and adverse effect on Pubco, including its growth prospects.
• As a “foreign private issuer” under the rules and regulations of the SEC, Pubco is permitted to file less or different information with the SEC than a company incorporated in the United States or
otherwise subject to these rules and is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.
• If Pubco is characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders and warrant holders may suffer adverse tax consequences.
• Subsequent to CEMAC’s completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a
significant negative effect on its financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.
• Sales of a substantial number of Pubco securities in the public market following the Business Combination could adversely affect the market price of Pubco ordinary shares.
Risks Related to Redemptions and Certain Outstanding Securities of CEMAC
• You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your shares
or warrants, potentially at a loss.
• If CEMAC shareholders fail to properly demand redemption rights, they will not be entitled to convert their ordinary shares of CEMAC into a pro rata portion of the trust account.
• If the Business Combination is not approved, then the shares and warrants that are beneficially owned by CEMAC’s current directors, executive officers and Initial Shareholders will be worthless,
the expenses incurred by such persons may not be reimbursed or repaid and the offers of employment with Pubco that are anticipated by certain of such persons will not be extended. Such
interests may have influenced their decision to approve the Business Combination with Lexasure.
• The value of the shares held by CEMAC’s sponsor following completion of CEMAC’s initial business combination is likely to be substantially higher than the nominal price paid for them, even if the
trading price of Pubco’s ordinary shares at such time is substantially less than $10.00 per share. |
| Risk Factors
22
• CEMAC’s sponsor is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have
influenced its decision to approve the Business Combination with Lexasure.
• If CEMAC is unable to complete the Business Combination with Lexasure or another business combination by June 3, 2023 (unless such date is extended by CEMAC’s shareholders), then unless
CEMAC amends its governing documents to further extend the date by which a business combination must be completed, CEMAC will cease all operations except for the purpose of winding up,
redeeming 100% of the issued and outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third
parties may bring claims against CEMAC and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than
$10.20 per share.
• CEMAC’s shareholders may be held liable for claims by third parties against CEMAC to the extent of distributions received by them.
• CEMAC’s directors may decide not to enforce the indemnification obligations of its sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to its
shareholders.
• CEMAC may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.
• Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect
CEMAC’s business, including its ability to negotiate and complete a Business Combination.
• Certain of the procedures that CEMAC, a potential business combination target, or others may determine to undertake in connection with proposed rules recently issued by the SEC may increase
the costs and the time needed to complete a Business Combination and may constrain the circumstances under which CEMAC could complete a Business Combination.
• CEMAC has identified a material weakness in its internal control over financial reporting as of December 31, 2022. If it is unable to develop and maintain an effective system of internal control
over financial reporting, it may not be able to accurately report its financial results, which may adversely affect investor confidence in CEMAC and materially and adversely affect its business and
operating results.
• CEMAC may be deemed a “foreign person” under the regulations relating to CFIUS and its failure to obtain any required approvals within the requisite time period may require it to liquidate. |
Exhibit 99.2
Capitalworks Emerging Markets Acquisition Corp.
Provides Update on Lexasure Group Business Combination
NEW
YORK and GEORGE TOWN, Cayman Islands, May 12, 2023 (GLOBE NEWSWIRE) – Capitalworks Emerging Markets Acquisition
Corp. (“CEMAC”) (NASDAQ: CMCA), a publicly traded special purpose acquisition company organized in the Cayman Islands
to effect a merger, stock exchange, asset acquisition, stock purchase, recapitalization or other similar business combination, announced
an update on its previously announced initial business combination with Lexasure Financial Group (“Lexasure” or the “Company”),
pursuant to which a new Cayman Islands holdings company, Lexasure Financial Holdings Corp. (“Pubco”), will acquire both Lexasure
and CEMAC.
CEMAC is seeking shareholder approval for a nine-month
extension to March 3, 2024, of its deadline to complete a business combination at a shareholder meeting scheduled for May 23,
2023.
Lexasure provides reinsurance and digital insurance
solutions, including Reinsurance-as-a-Service (RaaS), to the growing markets of Southeast and South Asia. The Company seeks to enable
local direct insurers to compete across emerging Asian markets through innovative product solutions designed to empower insurers, companies,
and individuals to manage risk more effectively and accelerate their growth. These product solutions include Lexasure’s recently
launched comprehensive mobile apps, Vivacity and Flourish, which are designed to promote healthy lifestyles, improve engagement
for health insurance providers, and provide farmers with insurance coverage and mobile technology in the event of the failure of crops
and livestock, respectively. In its traditional lines of business, Lexasure underwrites reinsurance and insurance and serves as a broker
for a diverse set of industries, working with over 60 primary insurers across 22 countries in Asia, the Middle East, and North America.
Lexasure is led by a senior leadership team comprised
of insurance veterans and technology leaders with over 150 years of combined industry experience. Lexasure’s Chairman, Richard Goh,
has over 40 years of experience in the insurance business and is the former CEO of a Labuan composite insurance group that has operations
in Indonesia, the Philippines, and Malaysia. Lexasure’s founder and CEO, Ian Lim, has over 25 years of experience in the
reinsurance and insurance industries, having previously served in senior leadership roles at BMS Asia and SiriusPoint.
Additional
information on Lexasure is provided in an investor presentation available on their investor relations website at https://ir.lexasure.com
by clicking on the Events & Presentations page under the News & Events heading.
Important Information
About the Proposed Transaction and Where to Find It
The
proposed business combination will be submitted to the shareholders of CEMAC for their consideration and approval. Pubco intends to file
a registration statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission (the
“SEC”), which will include preliminary and definitive proxy statements to be distributed to CEMAC’s shareholders in
connection with CEMAC’s solicitation for proxies for the vote by CEMAC’s shareholders in connection with the proposed business
combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities
to be issued by Pubco to Lexasure’s shareholders and CEMAC’s securityholders in connection with the completion of the proposed
business combination. After the Registration Statement has been filed and declared effective, CEMAC will mail a definitive proxy statement
and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. CEMAC’s
shareholders and other interested persons are advised to read, once available, the Registration Statement and the preliminary proxy statement/prospectus
and any amendments thereto and, once available, the definitive proxy statement/prospectus in connection with CEMAC’s solicitation
of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because
these documents will contain important information about CEMAC, Lexasure, Pubco and the proposed business combination. CEMAC shareholders
and other interested parties may also obtain a copy of the Registration Statement and the preliminary or definitive proxy statement,
once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with
the SEC by CEMAC, without charge, at the SEC’s website located at www.sec.gov or by directing a request
to Capitalworks Emerging Markets Acquisition Corp., 1345 Avenue of the Americas, 11th Floor, New York, NY, 10105, USA.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE
MERITS OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified
in this press release, and on the current expectations of Lexasure’s, Pubco’s and CEMAC’s management and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and
must not be relied on by any investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Lexasure, Pubco and CEMAC. These forward-looking statements are subject to a number of risks and uncertainties,
including the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed business
combination; the outcome of any legal proceedings that may be instituted against Lexasure, Pubco or CEMAC or others following the announcement
of the proposed business combination; the inability to complete the proposed business combination due to the failure to obtain approval
of the shareholders of Lexasure or CEMAC or to satisfy other conditions to closing; changes to the proposed structure of the proposed
business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed business combination; the ability to meet stock exchange listing standards following the consummation
of the proposed business combination; the risk that the proposed business combination disrupts current plans and operations of Lexasure
as a result of the announcement and consummation of the proposed business combination; the ability to recognize the anticipated benefits
of the proposed business combination, which may be affected by, among other things, competition and the ability of the combined company
to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related
to the proposed business combination; changes in applicable laws or regulations; Lexasure’s estimates of expenses and profitability
and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; any downturn or volatility
in economic conditions; the effects of COVID-19 or other epidemics; changes in the competitive environment affecting Lexasure or its customers,
including Lexasure’s inability to introduce new products or technologies; the impact of pricing pressure and erosion; supply chain
risks; risks to Lexasure’s ability to protect its intellectual property and avoid infringement by others, or claims of infringement
against Lexasure; the possibility that Lexasure, Pubco or CEMAC may be adversely affected by other economic, business and/or competitive
factors; Lexasure’s estimates of its financial performance; risks related to the fact that each of Lexasure and Pubco is incorporated
in the Cayman Islands and governed by Cayman Islands law; and those factors discussed in CEMAC’s final prospectus dated November 30,
2021, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, in each case, under the heading “Risk
Factors,” and other documents of CEMAC or Pubco filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that none of Lexasure, Pubco or CEMAC presently knows or that Lexasure, Pubco and CEMAC currently believe are immaterial that could
also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
Lexasure’s, Pubco’s and CEMAC’s expectations, plans, or forecasts of future events and views as of the date of this
press release. Lexasure, Pubco and CEMAC anticipate that subsequent events and developments will cause Lexasure’s, Pubco’s
and CEMAC’s assessments to change. However, while Lexasure, Pubco and CEMAC may elect to update these forward-looking statements
at some point in the future, Lexasure, Pubco and CEMAC specifically disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Lexasure’s, Pubco’s and CEMAC’s assessments as of any date after the date
of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This press release does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
Participants in Solicitation
CEMAC, Lexasure, Pubco
and certain of their respective directors, executive officers, and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from CEMAC’s shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of CEMAC’s shareholders in
connection with the proposed business combination will be set forth in CEMAC’s proxy statement/prospectus when it is filed with
the SEC. You can find more information about CEMAC’s directors and executive officers in CEMAC’s final prospectus dated November 30,
2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests
will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors, and other interested
persons should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources indicated above.
Investor and Media
Contacts:
Crocker Coulson, CEO, AUM Media
+1 (646) 652-7185
crocker.coulson@aummedia.org
Cody Slach
+1 (949) 574-3860
CMCA@gatewayir.com
Capitalworks Emerging Ma... (NASDAQ:CMCAU)
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From May 2024 to Jun 2024
Capitalworks Emerging Ma... (NASDAQ:CMCAU)
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From Jun 2023 to Jun 2024
