Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
On October 24, 2022, HPX Corp. ("HPX"), issued a press release announcing that
it will transfer its listing from The New York Stock Exchange to the NYSE
American LLC ("NYSE American"), where it has been approved to list. Following
the transfer of listing, HPX will continue to file the same types of periodic
reports and other information it currently files with the Securities and
Exchange Commission (the "SEC"). HPX anticipates the transfer to the NYSE
American to occur on or about October 27, 2022.
HPX will file a Form 8-A with respect to the registration of HPX's securities on
the NYSE American.
A copy of the press release is furnished hereto as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by
reference is the press release that HPX issued on October 24, 2022.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "estimate," "plan,"
"project," "forecast," "intend," "will," "expect," "anticipate," "believe,"
"seek," "target" or other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding
estimates and forecasts of financial and performance metrics, projections of
market opportunity and market share, expectations and timing related to
commercial product launches, potential benefits of the transaction and
expectations related to the terms and timing of the transaction. These
statements are based on various assumptions, whether or not identified in this
Current Report, and on the current expectations of HPX's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of HPX. These forward-looking
statements are subject to a number of risks and uncertainties, including those
factors discussed in HPX's final prospectus that forms a part of HPX's
Registration Statement on Form S-1 (Reg No. 333-239486), filed with the SEC
pursuant to Rule 424(b)(4) on July 15, 2020 (the "Prospectus") under the heading
"Risk Factors," and other documents of HPX filed, or to be filed, with the SEC.
If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that HPX does not
presently know or that HPX currently believes are immaterial that could also
cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect HPX's expectations,
plans or forecasts of future events and views as of the date of this Current
Report. HPX anticipates that subsequent events and developments may cause HPX's
assessments to change. However, while HPX may elect to update these
forward-looking statements at some point in the future, HPX specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing HPX's assessments as of any date subsequent to
the date of this Current Report. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
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Additional Information about the Proposed Business Combination and Where to Find
It
As previously announced, on July 5, 2022, HPX entered into a Business
Combination Agreement (the "Business Combination Agreement"), by and among
Ambipar Emergency Response, an exempted company incorporated with limited
liability in the Cayman Islands ("New PubCo"), Ambipar Merger Sub, an exempted
company incorporated with limited liability in the Cayman Islands ("Merger
Sub"), Emergência Participações S.A., a sociedade anônima organized under the
laws of Brazil ("Ambipar Response"), Ambipar Participações e Empreendimentos
S.A., a sociedade anônima organized under the laws of Brazil ("Ambipar"). and
HPX. The proposed Business Combination will be submitted to the shareholders of
HPX for their consideration. HPX intends to publicly file a registration
statement on Form F-4 (the "Registration Statement") with the SEC which will
include preliminary and definitive proxy statements to be distributed to HPX's
shareholders in connection with HPX's solicitation for proxies for the vote by
HPX's shareholders in connection with the proposed Business Combination and
other matters as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued in connection
with the completion of the proposed Business Combination. After the Registration
Statement has been filed and declared effective, HPX will mail a definitive
proxy statement and other relevant documents to its shareholders as of the
record date established for voting on the proposed Business Combination. HPX's
shareholders and other interested persons are advised to read, once available,
the preliminary proxy statement / prospectus and any amendments thereto and,
once available, the definitive proxy statement / prospectus, in connection with
HPX's solicitation of proxies for its special meeting of shareholders to be held
to approve, among other things, the proposed Business Combination, because these
documents will contain important information about HPX, Ambipar Response and the
proposed Business Combination. Shareholders may also obtain a copy of the
preliminary or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed Business Combination and
other documents filed with the SEC by HPX, without charge, at the SEC's website
located at www.sec.gov or by directing a request to 1000 N. West Street, Suite
1200, Wilmington, Delaware 19801.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR ANY SECURITIES
OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
This Current Report on Form 8-K is not a solicitation of a proxy from any
investor or securityholder. However, HPX and certain of its directors, executive
officers and other members of management, employees and consultants may, under
SEC rules, be deemed to be participants in the solicitations of proxies from
HPX's shareholders in connection with the proposed Business Combination.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of HPX's shareholders in connection with the
proposed Business Combination will be set forth in HPX's proxy statement /
prospectus when it is filed with the SEC. You can find more information about
HPX's directors and executive officers in the proxy statement / prospectus when
it is filed. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests will be
included in the Registration Statement when it becomes available. Shareholders,
potential investors and other interested persons should read the Registration
Statement carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only, and it is
not intended to and shall not constitute a "solicitation" (as defined in Section
14 of the Securities Exchange Act of 1934, as amended); it does not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated October 24, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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