CEMAC agrees to acquire Lexasure Financial Group in SPAC merger valued at $250M

Piermont Valley Acquisition Corp

Total consideration of $250M plus any net proceeds from new investments; consideration paid in Pubco ordinary shares.
Earnout shares up to 5M additional Pubco shares: 2.5M if adjusted net income >= $18M for FY ending June 2023; 2.5M if combined FY2023+2024 adjusted net income >= $41M.
Closing conditions include CEMAC shareholder approval, Nasdaq listing, and at least $5,000,001 net tangible assets after redemptions.
Termination fee of $1M payable by Lexasure if Lexasure breaches and CEMAC terminates. Outside date June 3, 2023, extendable by CEMAC up to six months.
CEMAC will file an F-4 registration statement with SEC containing proxy statement for shareholder vote.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Piermont Valley Acquisition Corp entered into Business Combination Agreement with Lexasure Financial Group Limited, Lexasure Financial Holdings Corp., CEMAC Merger Sub Inc., Lexasure Merger Sub Inc., CEMAC Sponsor LP, Ian Lim Teck Soon (effective 2023-03-01).

Action: entry
Agreement: merger
Counterparty: Lexasure Financial Group Limited, Lexasure Financial Holdings Corp., CEMAC Merger Sub Inc., Lexasure Merger Sub Inc., CEMAC Sponsor LP, Ian Lim Teck Soon
Effective: 2023-03-01

Exact text from the filing

On March 1, 2023, Capitalworks Emerging Markets Acquisition Corp., a Cayman Islands exempted company limited by shares (“ CEMAC ”), announced the execution of a definitive business combination agreement (the “ Business Combination Agreement ”) with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, “ Lexasure ”), Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“ Pubco ”), CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco (“ SPAC Merger Sub ”), Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco (“ Company Merger Sub ” and, together with SPAC Merger Sub, the “ Merger Subs ”), CEMAC Sponsor LP, a Cayman Islands exempted limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the shareholders of CEM

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Piermont Valley Acquisition Corp filing history →

Source: SEC EDGAR

accession 0001104659-23-029591

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