Capitalworks Emerging Markets Acquisition Corp *

Capitalworks Emerging Markets Acquisition Corp *

Oct 27, 2021 by Anthony Sozzi

SUBSEQUENT EVENT – 4/25/24 – LINK

  • On June 15, 2021, the Company and Camber Base, LLC, affiliated with Brown University, entered into a forward purchase agreement, amended on March 1, 2023. The agreement allowed Camber Base to purchase up to $20 million units from the Company, concurrent with a business combination, and prevented them from redeeming any shares in relation to the combination. Each unit included a share and a half-warrant, with each full warrant exercisable at $11.50.
    • However, on April 17, 2024, both parties terminated this agreement.
  • On April 19, 2024, the Prior Sponsor and New Sponsor entered into a securities purchase agreement, under which the New Sponsor (Vikasati Partners LLC) agreed to buy one Class B ordinary share, 3,925,000 Class A ordinary shares, and 7,605,000 private placement warrants from the Prior Sponsor.
    • Additionally, the existing directors and officers of the Company would resign, and those appointed by the New Sponsor would take their place.
    • The deal was finalized on April 25, 2024.

The below-announced combination was terminated on 3/25/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: Lexasure Financial Holdings Corp. [Terminated]

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Capitalworks Emerging Markets Acquisition Corp proposes to combine with Lexasure Financial Holdings Corp.

Lexasure Financial Group is a Southeast and South Asia fintech, insurance, and financial services holding company and entities in our group provide insurance and reinsurance for all lines of life and non-life, insurance services and digital insurance solutions, including Reinsurance-as-a-Service (RaaS), that enable its clients to manage risk, accelerate growth, and effectively compete. It is driving 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. Lexasure’s management team has deep expertise in the industries of reinsurance, insurance, and insurance tech, and its values are based on a belief that its products enable customers to live and grow boldly while enhancing resilience. Lexasure serves over 60 primary insurers across 22 countries in Asia, the Middle East, and North America.


EXTENSION – 3/6/24 – LINK

  • The SPAC approved the extension from March 3, 2024 to March 3, 2025.
    • 3,036,666 shares were redeemed.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 2/28/24 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,025,000 shares
    • The Sponsor will transfer 76,875  Class A ordinary shares, commencing on March 3, 2024 and on a quarterly basis on the 5th day of each subsequent quarter thereafter until the earlier of March 3, 2025 or the consummation of the Company’s initial business combination, up to an aggregate of 307,500 Founder Shares to the non-redeeming shareholders.

EXTENSION – 5/30/23 – LINK

  • The SPAC approved the extension from June 3, 2023 to March 3, 2024.
    • 18,751,603 shares were redeemed at the meeting for $10.51 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 5/23/23 – LINK

  • The SPAC entered into additional non-redemption agreements with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 399,737 shares
    • The Sponsor will transfer 99,935 Class B shares to the non-redeeming shareholders

SUBSEQUENT EVENT – 5/16/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 2,000,000 shares
    • The Sponsor will transfer 420,000 Class B shares to the non-redeeming shareholders

SUBSEQUENT EVENT – 5/16/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 400,000 shares
    • The Sponsor will transfer 100,000 Class B shares to the non-redeeming shareholders

SUBSEQUENT EVENT – 2/27/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 1,600,000 shares
    • The Sponsor will transfer 480,000 Class B shares to the non-redeeming shareholders

TRANSACTION

  • The transaction values Lexasure on a pre-money equity value of $250 million, which will be paid by Pubco to Lexasure shareholders by delivery of newly issued ordinary shares of Pubco, each valued at the price per share paid to CEMAC shareholders who elect to redeem their CEMAC shares in connection with the transaction.
  • The shareholders of Lexasure will have the contingent right to receive up to an additional 5 million Pubco ordinary shares subject to achieving defined financial performance metrics.
  • At the closing of the transaction, CEMAC security holders will receive equivalent securities in Pubco in exchange for their CEMAC securities, and both CEMAC and Lexasure will become wholly-owned subsidiaries of Pubco.

SPAC FUNDING

  • There is no additional funding for this transaction.

EARNOUT

  • Company
    • The shareholders of Lexasure will have the contingent right to receive up to an additional 5 million Pubco ordinary shares subject to achieving defined financial performance metrics during the fiscal years ending June 30, 2023 and June 30, 2024.
      • 2,500,000 Earnout Shares will be issued to the Lexasure shareholders in the event that adjusted net income for the Earnout Year ending June 30, 2023 is at least $18,000,000
      • 2,500,000 Earnout Shares will be issued to the Lexasure shareholders in the event that the combined adjusted net income for both Earnout Years is at least $41,000,000

LOCK-UP

  • Company and Sponsor
    • One year following the business combination or if the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • Either CEMAC (immediately prior to the Closing) or Pubco having at least $5,000,001 in net tangible assets as of the Closing

NOTABLE CONDITIONS TO TERMINATION

  • By either CEMAC or Lexasure if the conditions to the Closing set forth in the Business Combination Agreement are not satisfied or waived by June 3, 2023 (the “Outside Date”)

Termination Fee

  • If the business combination is terminated, Lexasure will be obligated to pay a termination fee of $1,000,000 to CEMAC.

ADVISORS

  • Nelson Mullins Riley & Scarborough LLP is representing Lexasure as U.S. legal counsel.
  • Ellenoff Grossman & Schole LLP is representing CEMAC as U.S. legal counsel.
  • ARC Group is acting as a financial advisor to Lexasure.
  • CEMAC is being advised by Exit Strategy Partners.

SUBSEQUENT EVENT – 2/28/23 – LINK

  • The SPAC entered into non-redemption agreements with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem up to an aggregate of 1,600,000 Class A ordinary shares
    • The sponsor will transfer as consideration 16,000 Class B ordinary shares initially purchased by the Sponsor and up to a maximum of 480K shares if they continue to hold

MANAGEMENT & BOARD


Executive Officers

Suresh Guduru, — [Appointed]
Chief Executive Officer and Director

He has been in the technology, hospitality, production, distribution, wholesale, and retail of specialty foods industries for over 25 years and currently owns and operates several retail stores, restaurants, wholesale centers, and production facilities across the United States. He has served as Chief Executive Officer and Chairman of the Board of Cartica Acquisition Corp, a special purpose acquisition company (“Cartica Acquisition Corp”), since May 23, 2023. He has served as the Chief Executive Officer and Chief Technology Officer of Softengg, Inc., a software and technology services company, since September 1998. Since June 2021, he has served as Chief Executive Officer and Chairman of Namaste World Acquisition Corporation. Mr. Guduru has served as the Chairman and Director of Royal Treasures, Inc., a retail and wholesale food business, since May 2002. Mr. Guduru has also served as the Managing Member and Director of Green Foods, LLC, an import, grocery and hospitality business, since 2008. He has also served as the Chief Executive Officer of Organic Ingredients, Inc., a food and hospitality business, and President of Oakmead Village LLC, a real-estate business, since April 2012 and December 2012, respectively. In addition, Mr. Guduru has served as Chairman and Director of Gallant Services, Inc., a retail and wholesale food business, since August 2015 and as Chief Executive Officer and Chairman of Yuvika, Inc., a jewelry and accessories business, since September 2020. Moreover, Mr. Guduru has served as the Managing Member of AbSoMa LLC, an investments and real-estate holdings company, since June 2021. In addition, Mr. Guduru provides advisory services to engineering and technical teams at various high-tech companies in the US. Previously, he held leadership positions in technology and management at Qualcomm and Motorola, working on bringing the latest technologies to the market. Mr. Guduru obtained his Bachelor of Technology in Computer Science and Engineering in 1994 from Nagarjuna University, and his Masters of Technology in Computer Science from University of Hyderabad in 1997.


Brian Coad, — [Appointed]
Chief Financial Officer and Director

He has served as Chief Operating Officer and Chief Financial Officer of Cartica Acquisition Corp since February 9, 2021. Mr. Coad has over 25 years of finance and operations experience across a wide variety of platforms, from public to private and start-up to middle market. From 2012 until the end of 2020, Mr. Coad was the Chief Operating Officer of Cartica Management, LLC (“Cartica”), where he was responsible for all non-investment related activities. Prior to joining Cartica, Mr. Coad was Chief Financial Officer and Head of Strategic Planning for the operating companies of PrinceRidge Holdings LP (“PrinceRidge”), a middle-market investment bank. As one of the initial employees of PrinceRidge, Mr. Coad built the finance and accounting function. While at PrinceRidge, he was responsible for accounting, finance, treasury and tax, as well as supporting brokerage clearing and operations. Prior to joining PrinceRidge, Mr. Coad was CFO for Broadpoint Securities Group, Inc. (Nasdaq: BPSG), a publicly traded middle-market investment bank. Mr. Coad was responsible for external and regulatory reporting, oversight of the firm’s clearing operations, and all corporate and business risk. Before becoming CFO, Mr. Coad was Broadpoint’s Director of Financial Planning and Analysis. Prior to joining Broadpoint, Mr. Coad was a co-founder and CFO of Frost Securities, Inc., a boutique investment bank and broker-dealer specializing in energy and technology. While at Frost, Mr. Coad was responsible for all logistics functions, including finance, accounting, operations, legal, compliance, IT and administration. Mr. Coad graduated from Southern Methodist University with a BBA in Finance and is a Chartered Financial Analyst.


Roberta Brzezinski, 54 [Resigned]
Chief Executive Officer and Director

Roberta Brzezinski leads Capitalworks’ global emerging markets practice and has 23 years of direct private equity investment experience across Asia, Latin America and Central Europe. She has also been named by the International Finance Corporation (World Bank Group) as an authorized non-executive director for IFC investee companies, and currently serves on a private company board in Eastern Europe. Prior to joining Capitalworks in January 2020, Ms. Brzezinski served as emerging markets private equity lead at Canadian pension fund CDPQ, where she spent five years leading investments in Latin America and India. She previously served as the Chief Investment Officer of TAU, an Asia-focused impact investor. Ms. Brzezinski was one of the original partners of Abris Capital, a growth buyout firm in Central Europe founded in 2007. Earlier in her career, she was an Asia-focused investor at Emerging Markets Partnership, the manager of the AIG Infrastructure Funds. Prior to that, she was an Eastern Europe-focused investor at New Century Holdings, and an investment officer at the IFC. Currently based in New York, Ms. Brzezinski has lived in Poland, Russia and Ukraine, with significant experience working and teambuilding across emerging markets. Ms. Brzezinski is a multilingual (French, Russian, Spanish, Polish) U.S. national and holds an AB, magna cum laude, from Harvard College and an MBA with honors from Georgetown University.


Olivia Ouyang, 49 [Resigned]
 Senior Advisor and Director

Olivia Ouyang has 16 years of private investment experience in funds and co-investments across Asia, Latin America, Central Europe and Western Europe. Prior to commencing her collaboration with Capitalworks in May 2020, she served for five years as Asia private equity funds and co-investments lead for the Ontario Teachers’ Pension Plan. Previously, Ms. Ouyang held leadership positions in emerging markets and developed-markets funds investing and co-investments with China Investment Corporation, a Chinese institutional investor, and was a funds investor across Asia, China and Europe for the IFC. She has additional experience as an executive of Primedia Inc., a KKR portfolio company, at McKinsey and Morgan Stanley and as a financial-reporting executive for a U.S. fund manager. Ms. Ouyang is a multilingual (Mandarin, Cantonese) Chinese national. Based in Hong Kong, she has lived in the United States, India and mainland China. Ms. Ouyang holds a BA from Stanford University and an MBA from Harvard University.


Herman G. Kotzé, 52 [Resigned]
Chief Financial Officer

Herman G. Kotzé is a Capitalworks executive and a non-executive director on the board of Finbond Group, a fintech and bank-holding company listed on the Johannesburg Stock Exchange. Mr. Kotzé served as the Chief Executive Officer of Net 1 UEPS Technologies, Inc., or Net 1, a Nasdaq-listed diversified payment technology and financial services firm with a focus on emerging markets, from May 2017 until September 2020, and was the Chief Financial Officer, Secretary and Treasurer of Net 1 from 2004 until February 2018. While Chief Financial Officer of Net 1, Mr. Kotzé project-managed preparation of the company’s primary listing on Nasdaq in 2004, together with Capitalworks’ founders, who were private equity owners of the business prior to their launch of the Capitalworks platform. Following the Nasdaq listing, he established compliance and reporting functions. He also served as a director of companies in which Net 1 had invested, including two bank holding companies, European e-money institutions, South African insurance and mobile operators. While at Net 1, Mr. Kotzé was responsible for sourcing and executing more than 20 strategic investments worth $1 billion over nearly two decades, spanning multiple geographies including South Korea, Hong Kong, India, Europe and Sub-Saharan Africa. Mr. Kotzé is a multilingual (German, Afrikaans) South African national. Based in Pretoria, he holds a Bachelor of Commerce in Accounting, with honors, and a Bachelor of Commerce in Accounting, cum laude, from the University of Pretoria, and has completed additional studies in taxation and treasury management. He is a qualified Chartered Accountant in South Africa.



Board of Directors

John Levy, — [Appointed]
Director Nominee

He has served as the chief executive officer and principal consultant for Board Advisory since May 2005. He also served as the chief executive officer of Sticky Fingers Restaurants, LLC from 2019 to 2020. Mr. Levy is a recognized corporate governance and financial reporting expert with over 40 years of progressive financial, accounting and business experience; including nine years in public accounting with three national accounting firms and having served as chief financial officer of both public and private companies for over 13 years. Since March 2023, Mr. Levy has served on the board of directors and as audit committee chair of Shengfeng Development Ltd. (Nasdaq: SFWL)., Mr. Levy has served on the board of directors and as audit committee chair of Paranovus Entertainment Technology Ltd, (Nasdaq: PAVS) since October 2019. Mr. Levy served on the board of directors of Applied Minerals, Inc. from January 2008 to August 2022, Washington Prime Group, Inc. from June 2016 to October 2021, Singularity Future Technology Limited (Nasdaq: SGLY) from November 2021 to February 2023, Takung Art Co., Ltd. (Nasdaq: TKAT) from March 2016 to June 2019, China Commercial Credit, Inc. from August 2013 to December 2016, Applied Energetics, Inc. (OTCM: AERG) from June 2009 to February 2016 as well as several other publicly held companies prior to 2016. Mr. Levy is a frequent lecturer and has written several articles and courses on accounting, finance business and governance. Mr. Levy is a Certified Public Accountant and a graduate of the Wharton School of Business at the University of Pennsylvania. He received his MBA from St. Joseph’s University in Philadelphia, Pennsylvania.


Suresh Singamsetty, — [Appointed]
Director Nominee

He has served as CEO of WiSilica Inc. since June 2013, and also as Director of WiSilica Inc., and its subsidiary, namely, WiSilica India Pvt. Ltd. Since June 2013. WiSilica Inc. is a technology company with more than 130 employees, providing scalable IoT platform solutions. Since July 2021, he has served as Chief Financial Officer and a director of Namaste World Acquisition Corporation. Mr. Singamsetty has also served as CTO of Tracesafe Inc. (CSE: TSF), a publicly listed technology company focusing on safety-based wearable technology, since May 2020. Tracesafe Inc. acquired WiSilica’s wearable unit that provides contact tracing and quarantine solution for governments and enterprises. Additionally, Mr. Singamsetty co-founded Transilica Inc., a developer of chips based on Bluetooth technology which was acquired by Microtune Inc. and served as its Director of Software Engineering from 2000 to 2003. Mr. Singamsetty also co-founded Martian Watches, a company manufacturing the first watch to utilize voice command, and served as its V.P. of Engineering from 2008 to 2013. He also co-founded Jaalaa Inc., a low power wireless semiconductor company, and served as its V.P. of Digital Engineering from 2003 to 2007. Mr. Singamsetty holds a Master of Computer Science from Indian Institute of Technology, Kanpur.


Kishore Kondragunta, — [Appointed]
Director Nominee

He is a seasoned IT executive, investor, and business owner. Mr, Kondragunta has served as Head of IT of Woven by Toyota since January 2022. Mr. Kondragunta served as an IT Senior Director at Intel Corporation from March 2019 to January 2022. Since July 2021, he has served as Chief Investment Officer of Namaste World Acquisition Corporation. Previous to his time at Intel, Mr. Kondragunta served as a Tech Program Manager at Apple, Inc. from 2008 to 2012 and IT Senior director at Oracle from 2012 to 2019. He also founded Bayshore Investments LLC in 2020, a private equity firm, where he currently is a member. Mr. Kondragunta also owns and is a member of Bay Realty Investments LLC, a real-estate investment company which has invested in real-estate since 2016. This company has owned and successfully sold multiple multi-million-dollar homes. Moreover, Mr. Kondragunta is a member of LobStar Venture LLC, a restaurant, since November 2018. Kishore holds a bachelor’s degree in mechanical engineering and a Master’s degree in Telecommunications Management from Oklahoma State University, Stillwater, Oklahoma.


Whitney Baker, 36 [Resigned]
Director Nominee

Ms. Baker is the founder of Totem Macro. Totem offers macro-strategy research focusing on global emerging markets (cross-asset), blending emerging markets macro-to-micro understanding with the salient global drivers. Totem’s client base includes many well-known investors and Chief Investment Officers in the hedge fund space, corporate C-suites, institutional allocators and wealth funds, and teams across some of the largest investment management houses in the industry. Prior to founding Totem in early 2018, Ms. Baker served as the Head of Emerging Markets at Bridgewater Associates, overseeing and developing Bridgewater Associates’ systematic macro strategies in emerging markets. Prior to that, she ran emerging markets-focused global macro and equity long/short strategies at Soros Fund Management and TT International in London, and Asian and U.S. stock portfolios at Resolution in Scotland. Ms. Baker holds an MA, with honors, in Economics (First Class) from the University of Glasgow and is a Chartered Financial Analyst.


Michael Faber, 62 [Resigned]
Director Nominee

Mr. Faber is a corporate executive and director, family office advisor and attorney with more than 25 years of experience investing in, managing and advising both large multi-national and emerging growth companies in a variety of industries. Since 1996, Mr. Faber has served as President and Chief Investment Officer of NextPoint and advises a number of multi-generational families on issues including family office management, asset manager selection and oversight, direct investing, trusts and estates, and impact investing and private foundations. Additionally, Mr. Faber currently serves as a director of CPI Aerostructures, Inc., as chairperson of the nominating and corporate governance committee and as a member of the audit and strategic planning committees, and as the lead director of Invesque, Inc., as a member of the Human Resources Committee. Mr. Faber has served as a director, lead investor or senior advisor to more than 40 private companies and has led or served on numerous audit, compensation and strategic committees. From 1990 to 2008, Mr. Faber was a General Partner of the NextPoint family of investment funds, focusing on private equity, venture capital and structured investments. Previously, Mr. Faber was a senior advisor to Akerman, of counsel to Mintz Levin, an attorney with the law firm of Arnold & Porter, and a senior consultant to the Research Council of Washington, the predecessor to the Corporate Executive Board Company. Mr. Faber received a JD from, and is an honors graduate and John M. Olin Fellow, of the University of Chicago Law School, received a BA from the State University of New York and has also studied at the Johns Hopkins University School of Advanced International Studies. Mr. Faber brings to our board of directors his legal expertise as well as his years of investment and general business experience.


Neil Harper, 54 [Resigned]
Director Nominee

Mr. Harper currently serves as Chairman of Turk Ventures Advisory Limited, a leading Turkey-dedicated private equity group, and as Chairman of Zamo Capital LLP, an impact investment firm. He sits on several other private equity-related corporate boards and investment committees, and also on charitable investment committees including that of the National Trust for Scotland. From 2006 to 2019, Mr. Harper served as Managing Director and Chief Investment Officer of Morgan Stanley AIP Private Markets, an approximately $12 billion global private markets fund, co-investment and secondaries business. Prior to that he was a Partner at McKinsey & Company operating globally, providing consulting services to corporate and private equity clients in financial services, telecom, technology, and several other sectors on strategy, performance improvement, mergers and acquisitions and corporate finance. Mr. Harper began his career at Arthur Andersen. He received an MA (First Class Honours) in Economics and Accounting from the University of Edinburgh and an MBA (Honors) in Finance and Strategy from the University of Chicago. In addition, he is a chartered accountant and member of the Institute of Chartered Accountants of Scotland.


Darius James Roth, 52 [Resigned]
Director Nominee

Mr. Roth is the founder and Chief Executive Officer of Zamo Capital LLP, an investor in, and advisor to, impact private equity and venture capital firms since its formation in 2018. In addition, since 2018, Mr. Roth has served as a member of the Investment Committee of the University of Edinburgh Endowment. From 2016 to 2020, he served on the Economic Advisory Board of the International Finance Corporation. In 2007, Mr. Roth co-founded LeapFrog Investments, a social finance and impact investment firm. Mr. Roth holds an MA (with distinction) in Economics from the University of Manchester and a PhD in Economics from the University of Cambridge.