Lexasure Financial Group Limited entered into a business combination agreement to acquire Capitalworks Emerging Markets Acquisition Corp (NasdaqGM:CMCA) from CEMAC Sponsor LP, Highbridge Capital Management, LLC, Polar Asset Management Partners Inc., Saba Capital Management, L.P., Weiss Asset Management LP and others for approximately $300 million in a reverse merger transaction on March 1, 2023. The transaction values Lexasure on a pre-money equity value of $250 million, which will be paid by delivery of newly issued ordinary shares of combined company. The shareholders of Lexasure will have the contingent right to receive up to an additional 5 million combined company ordinary shares subject to achieving defined financial performance metrics. As part of the merger, Lexasure becoming a publicly listed company. Pubco?s board of directors (the ? Post-Closing Pubco Board? ) will consist of seven (7) individuals immediately after closing. Lexasure will be obligated to pay a termination fee of $1 million to CEMAC.

The transaction is subject to the satisfaction of certain closing conditions, including the approval of the stockholders of CEMAC, Lexasure shareholder approval, obtaining any material regulatory approvals and third-party consents, either CEMAC or Pubco having at least $5,000,001 in net tangible assets as of the closing, the effectiveness of the Registration Statement, Antitrust Laws shall have expired or been terminated and the Pubco Ordinary Shares to be issued in connection with the Transactions having been approved for listing on Nasdaq. The business combination agreement has been unanimously approved by the Board of Directors of CEMAC and the Board of Directors of Lexasure. CEMAC Board unanimously recommends that shareholders vote for the merger. As of May 12, 2023, CEMAC is seeking shareholder approval scheduled for May 23, 2023 for a nine-month extension to March 3, 2024 to complete a business combination. The shareholders meeting of CEMAC will be held on February 26, 2024. Ellenoff Grossman & Schole LLP acted as legal advisor for CEMAC Sponsor. Nelson Mullins Riley & Scarborough LLP acted as legal advisor, ARC Capital acted as financial advisor and Conyers Dill & Pearman (Cayman) Limited acted as legal advisor for Lexasure Financial Group Limited. Conyers Dill & Pearman (Cayman) Limited acted as legal advisor, Continental Stock Transfer & Trust Company acted as transfer agent, Advantage Proxy, Inc. acted as information agent and Exit Strategy Partners, LLC acted as financial advisor for Capitalworks Emerging Markets Acquisition Corp.

Lexasure Financial Group Limited entered into a Termination and Release Agreement to terminate the transactions contemplated with Capitalworks Emerging Markets Acquisition Corp (NasdaqGM:CMCA) from CEMAC Sponsor LP, Highbridge Capital Management, LLC, Polar Asset Management Partners Inc., Saba Capital Management, L.P., Weiss Asset Management LP and others on March 22, 2024