HPX CORP. : Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On November 3, 2022, in connection with its Extraordinary General Meeting held on November 3, 2022 (the "Extraordinary General Meeting"), HPX Corp. (the "Company") and Continental Stock Transfer & Trust Company (the "Trustee") entered into Amendment No. 2 to the Investment Management Trust Agreement, dated as of July 15, 2020, to (i) extend the date before which the Company must complete a business combination (as defined below) from November 20, 2022 to March 31, 2023 and (ii) extend the date on which the Trustee must liquidate the trust account established in connection with the Company's initial public offering if the Company has not completed its initial business combination from November 20, 2022 to March 31, 2023 (the "Trust Amendment"). A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Extraordinary General Meeting, which was held on November 3, 2022, holders of 10,179,540 of the Company's ordinary shares, which represents approximately 83.90% of the ordinary shares outstanding and entitled to vote as of the record date of October 11, 2022, were represented in person or by proxy.

At the Extraordinary General Meeting, the shareholders approved (1) a special resolution to amend the Amended and Restated Memorandum and Articles of Association of the Company (the "Extension Amendment") to extend the date by which the Company must (a) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a "business combination"), (b) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (c) redeem all of the Company's Class A ordinary shares included as part of the units sold in the Company's initial public offering from November 20, 2022 to March 31, 2023 and (2) the proposals for the Trust Amendment. A copy of the Extension Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Approval of Extension Amendment

Votes For  Votes Against Abstentions
10,175,539 4,001         0




Approval of Trust Amendment



Votes For  Votes Against Abstentions
10,175,539 4,001         0

In connection with the vote to approve the Extension Amendment, the holders of 3,650,973 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.064 per share, for an aggregate redemption amount of approximately $36.7 million, leaving approximately $21.9 million in the trust account.

The information included in Item 1.01 is incorporated by reference in this item to the extent required herein.

The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the Extension Amendment proposal or the Trust Amendment proposal, was not presented at the Extraordinary General Meeting, as the Extension Amendment proposal and the Trust Amendment proposal received a sufficient number of votes required for approval.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.                                Description

  3.1           Second Amendment to Amended and Restated Memorandum and Articles of
              Association

  10.1          Amendment No. 2, dated as of November 3, 2022, to the Investment
              Management Trust Agreement, dated as of July 15, 2020, as amended on
              July 14, 2022, between the Company and Continental Stock Transfer &
              Trust Company, as trustee

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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