3GA Participações S.A. signed letter of intent to acquire HPX Corp. (NYSE:HPX) from HPX Capital Partners LLC, Meteora Capital, LLC, Mizuho Securities USA LLC, Periscope Capital Inc and others in a reverse merger transaction for approximately $340 million on February 8, 2022. 3GA Participações S.A. entered into a business combination agreement to acquire HPX Corp. from HPX Capital Partners LLC, Meteora Capital, LLC, Mizuho Securities USA LLC, Periscope Capital Inc and others in a reverse merger transaction on July 5, 2022. 34,541,990 shares will be issues as consideration. The combined company is expected to have a pro-forma enterprise value of approximately $581 million and a pro-forma implied market capitalization of approximately $798 million, assuming no redemptions from HPX Corp. shareholders. Upon closing of the Business Combination, Ambipar Emergency Response (“Ambipar Response”), a newly incorporated Cayman Islands exempted company that will hold the business of Emergência Participações S.A., is expected to become publicly listed on the NYSE under the ticker symbol “AMBI.” Ambipar Participações e Empreendimentos S.A. (“Ambipar Group”) (B3: AMBP3), currently the sole shareholder of Emergência Participações S.A., will remain a majority shareholder of Ambipar Response with an approximate 50% equity stake in Ambipar Response following the closing of the Business Combination and assuming no redemptions from HPX’s existing public shareholders, and up to 72% in case of total redemptions of HPX existing public shareholders. The economic ownership structure following the Business Combination is expected to be approximately: 50% Ambipar Group, 48% PIPE and HPX public shareholders, and 2% HPX sponsor.

The consummation of the transactions contemplated by the Business Combination Agreement is subject to customary closing conditions, including approval by shareholders of HPX and Ambipar; HPX having at least $5,000,001 of net tangible assets; the receipt of approval for the New PubCo Class A Ordinary Shares to be listed on NYSE; delivery of the Contribution Agreement; HPX shall have at least $168,000,000 in cash and cash equivalents in the Trust Account; Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the Governmental Entities; The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and other conditions. The Business Combination has been unanimously approved by the Board of Directors of Ambipar Group and HPX. Ambipar Participações e Empreendimentos S.A., shareholder of Emergência Participações S.A. also approved the merger agreement. On February 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form F-4. As of February 28, 2023, HPX shareholders approved the transaction. Transaction is expected to close during the second half of 2022. As of February 28, 2023, the transaction is expected to close on March 3, 2023.

Bank of America Merrill Lynch Banco Múltiplo S.A. is serving as financial advisor to Ambipar Response and Ambipar Group, and BofA Securities, Inc. is serving as the placement agent in connection with the PIPE offering. Mark Pflug and Grenfel Calheiros, Mark Brod, Tristan Brown, Lori Lesser, Mick Tuesley of Simpson Thacher & Bartlett LLP serving as U.S. legal advisors to Ambipar Response and Ambipar Group, and Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados is serving as Brazilian legal advisor to Ambipar Response and Ambipar Group. J. Mathias von Bernuth and Maxim Mayer-Cesiano of Skadden, Arps, Slate, Meagher & Flom LLP serving as U.S. legal advisors to HPX, Greenberg Traurig, LLP is serving as legal advisor on certain international diligence matters for HPX and BRZ Advogados as legal advisor on Brazilian matters. Shearman & Sterling LLP is acting as legal advisor to BofA Securities, Inc. in its capacity as the placement agent. Morrow Sodali LLC acted as information agent to HPX. HPX have agreed to pay Morrow a fee of $15,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to HPX. EarlyBirdCapital, Inc. acted as financial advisor to HPX. KPMG Assessores Ltda. acted as accountant to Ambipar. Shearman & Sterling represented Credit Suisse Securities LLC and BofA Securities, Inc. as placement agents in connection with the SPAC merger of Ambipar Response S.A. and HPX Corp.

Emergência Participações S.A. (NYSEAM:AMBI) completed the acquisition of HPX Corp. (NYSE:HPX) from HPX Capital Partners LLC, Meteora Capital, LLC, Mizuho Securities USA LLC, Periscope Capital Inc and others in a reverse merger transaction on March 3, 2023.