Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 18, 2025, Capitalworks Emerging Markets Acquisition Corp (the "Company") filed a definitive proxy statement on Schedule 14A ("Proxy Statement") for the purposes of calling an extraordinary general meeting of the Company's shareholders (the "Meeting") to approve, among other proposals, an amendment to the Company's Amended and Restated Memorandum and Articles of Association (the "Charter") to extend the date by which it has to consummate an initial business combination to March 3, 2026, as described in the Proxy Statement.

Effective February 27, 2025, the Company and Vikasati Partners, LLC, the Company's sponsor ("Sponsor"), entered into a non-redemption agreement ("Non-Redemption Agreement") with an unaffiliated third-party shareholder of the Company in exchange for such shareholder agreeing to not redeem an aggregate of 200,000 Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), of the Company (the "Non-Redeemed Shares") at the Meeting. In exchange for the foregoing commitment to the Company to not redeem the Non-Redeemed Shares, the Sponsor has agreed to transfer to such shareholder, contemporaneously with the closing of the Company's initial business combination, an aggregate of 80,000 Class A ordinary shares ("Founder Shares") held by the Sponsor, provided that such shareholder does not exercise its redemption rights with respect to the Non-Redeemed Shares in connection with the Meeting. The Non-Redemption Agreement is expected to increase the amount of funds that remain in the Company's trust account established in connection with Company's initial public offering following the Meeting.

The foregoing description of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.