Correspondence 0001104659-24-022385 from Capitalworks Emerging Markets Acquisition Corp (CMCAF, CMCAW) (CIK 0001865248)
Capitalworks Emerging Markets Acquisition Corp (CMCAF, CMCAW) (CIK 0001865248)
Date: Feb. 13, 2024 · CIK: 0001865248 · Accession: 0001104659-24-022385
AI Filing Summary & Sentiment
File numbers found in text: 001-41108
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction Capitalworks Emerging Markets Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed January 31, 2024 File No. 001-41108
Dear Ms. Paulemon and Mr. Link,
Capitalworks Emerging Markets Acquisition Corp (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated February 12, 2024, regarding the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the Commission on January 31, 2024.
For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. In response to the Staff’s comment, the Company is submitting via Edgar Amendment No.1 to the Proxy Statement (the “Amendment No.1”) with this response letter.
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.
Response:
In response to the Staff’s comment, we have added the disclosures, addressing the risks of our non-compliance with the Nasdaq rule, on the “Risk Factors” section in the Amendment No.1.
We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Wei Wang, Esq., at wwang@egsllp.com or by telephone at (212) 370-1300.
Sincerely,
/s/ Roberta Brzezinski
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Capitalworks Emerging Markets Acquisition Corp
c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
VIA EDGAR
February 13, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate and Construction
100 F Street, NE
Washington, D.C. 20549
Attn:
Pearlyne Paulemon
David Link
Re:
Capitalworks Emerging Markets Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed January 31, 2024
File No. 001-41108
Dear Ms. Paulemon and Mr. Link,
Capitalworks Emerging Markets
Acquisition Corp (the “Company,” “we,” “our” or “us”) hereby
transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), dated February 12, 2024, regarding the Preliminary Proxy Statement on Schedule
14A (the “Proxy Statement”) filed with the Commission on January 31, 2024.
For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. In response
to the Staff’s comment, the Company is submitting via Edgar Amendment No.1 to the Proxy Statement (the “Amendment No.1”)
with this response letter.
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.
Response:
In response to the Staff’s comment, we have added the
disclosures, addressing the risks of our non-compliance with the Nasdaq rule, on the “Risk Factors” section in the
Amendment No.1.
We thank the Staff for its
review of the foregoing. If you have further comments, please feel free to contact our counsel, Wei Wang, Esq., at wwang@egsllp.com or
by telephone at (212) 370-1300.
Sincerely,
/s/ Roberta Brzezinski
Roberta Brzezinski
Chief Executive Officer
Capitalworks Emerging Markets Acquisition Corp
cc:
Wei Wang, Esq.
Ellenoff Grossman & Schole LLP