SEC Comment Letter 0000000000-24-001692 to Capitalworks Emerging Markets Acquisition Corp (CMCAF, CMCAW) (CIK 0001865248)
Capitalworks Emerging Markets Acquisition Corp (CMCAF, CMCAW) (CIK 0001865248)
Date: Feb. 29, 2024 · CIK: 0001865248 · Accession: 0000000000-24-001692
AI Filing Summary & Sentiment
File numbers found in text: 001-41108
Letter
United States securities and exchange commission logo February 12, 2024 Roberta Brzezinski Chief Executive Officer Capitalworks Emerging Markets Acquisition Corp c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Re:Capitalworks Emerging Markets Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed January 31, 2024 File No. 001-41108 Dear Roberta Brzezinski: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe the comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed January 31, 2024 Risk Factors, page 14 1.We note that you are seeking to extend your termination date to March 3, 2025, a date which is 39 months from your initial public offering. We also note that you are listed on The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline to March 3, 2025 does not comply with this rule and to address the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Capital Market.
FirstName LastNameRoberta Brzezinski Comapany NameCapitalworks Emerging Markets Acquisition Corp February 12, 2024 Page 2 FirstName LastName Roberta Brzezinski Capitalworks Emerging Markets Acquisition Corp February 12, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Adam Berkaw, Esq
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United States securities and exchange commission logo
February 12, 2024
Roberta Brzezinski
Chief Executive Officer
Capitalworks Emerging Markets Acquisition Corp
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Re:Capitalworks Emerging Markets Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed January 31, 2024
File No. 001-41108
Dear Roberta Brzezinski:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed January 31, 2024
Risk Factors, page 14
1.We note that you are seeking to extend your termination date to March 3, 2025, a date
which is 39 months from your initial public offering. We also note that you are listed on
The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a special purpose
acquisition company complete one or more business combinations within 36 months of
the effectiveness of its IPO registration statement. Please revise to explain that the
proposal to extend your termination deadline to March 3, 2025 does not comply with this
rule and to address the risks of your non-compliance with this rule, including that your
securities may be subject to suspension and delisting from The Nasdaq Capital Market.
FirstName LastNameRoberta Brzezinski
Comapany NameCapitalworks Emerging Markets Acquisition Corp
February 12, 2024 Page 2
FirstName LastName
Roberta Brzezinski
Capitalworks Emerging Markets Acquisition Corp
February 12, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Adam Berkaw, Esq