HPX Item 1.01 Entry into a Material Definitive Agreement.
The Business Combination Agreement
On
Pursuant to the Business Combination Agreement, the Parties have agreed that, on the terms and subject to the conditions set forth in the Business Combination Agreement, (i) at least one business day before the Closing (as defined in the Business Combination Agreement), Ambipar will contribute all of the issued and outstanding equity of the Company into Merger Sub in exchange for ordinary shares of Merger Sub ("Merger Sub Ordinary Shares") and (ii) on the Closing Date (as defined in the Business Combination Agreement), substantially concurrently with the closing of the PIPE Financing (as defined below), and the Ambipar Financing (as defined below), and in any case prior to the Second Merger (as defined below), (A) SPAC shall be merged with and into New PubCo (the "First Merger" and, the effective time of the First Merger, the "First Effective Time"), with New PubCo as the surviving entity, (B) immediately following the First Merger, Merger Sub shall be merged with and into New PubCo (the "Second Merger" and, together with the First Merger, the "Mergers," and the effective time of the Second Merger, the "Second Effective Time"), with New PubCo as the surviving entity.
After giving effect to the SPAC Sponsor Recapitalization (as defined in the
Business Combination Agreement), pursuant to the First Merger (i) each share of
SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares (collectively, the
"SPAC Shares"), other than SPAC Shares that are owned by SPAC, will be exchanged
into the right to receive one New Pubco Class A Ordinary Share, par value
Pursuant to the Second Merger, each issued and outstanding Merger Sub Ordinary
Share will be converted into the right to receive the Per Share Consideration
(as defined in the Business Combination Agreement); provided that the number of
New PubCo Class B Ordinary Shares issuable to Ambipar may be adjusted downwards
in an amount corresponding to the transaction expenses incurred by the Company
in excess of
In addition, Ambipar will be issued up to an additional 11,000,000 newly issued
New PubCo Class B Ordinary Shares (the "Earn-Out Shares"), as follows: (i) if at
any time during the three-year period following the Closing Date, the closing
share price of the New PubCo Class A Ordinary Shares is greater than or equal to
The Business Combination Agreement, the Mergers and the Transaction Agreements (as defined in the Business Combination Agreement) have been unanimously approved by SPAC's board of directors (the "Board") and the Board has unanimously determined to recommend that the shareholders of SPAC vote to approve the SPAC Shareholder Matters (as defined in the Business Combination Agreement) and such other actions as contemplated by the Business Combination Agreement.
Representations and Warranties
The Business Combination Agreement contains representations and warranties that are customary for transactions of this nature, including with respect to, among other things: corporate matters, including organization, existence and standing; capitalization; authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary agreements; no conflict; governmental approvals; board approvals and financial statements.
Covenants
The Business Combination Agreement includes customary covenants of the Parties
with respect to the operation of their respective businesses prior to the
consummation of the Mergers. The Business Combination Agreement contains
additional covenants of the Parties, including, among others: (i) covenants
providing that the Parties cooperate with respect to the proxy statement to be
filed with the
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of New PubCo Class A Ordinary Shares and New PubCo
Warrants to
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filing of SPAC under Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
On
An Investor Presentation for use by SPAC with certain of its shareholders and other persons with respect to the transactions contemplated by the Business Combination Agreement is furnished as Exhibit 99.2 to this Current Report.
Additional Information about the Proposed Business Combination and Where to Find It
The proposed business combination will be submitted to shareholders of SPAC for
their consideration. SPAC intends to file a registration statement on Form F-4
(the "Registration Statement") with the
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 OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
SPAC, the Company and certain of their respective directors, executive officers
and other members of management, employees and consultants may, under
No Offer or Solicitation
This communication 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.
This communication relates to a potential financing through a private placement of common stock of a newly formed holding company to be issued in connection with the transaction. This communication shall not constitute a "solicitation" as defined in Section 14 of the Securities Exchange Act of 1934, as amended.
Forward-Looking Statements
The information in this communication includes "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 communication, and on the
current expectations of the Company's and SPAC'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 the Company and SPAC. These
forward-looking statements are subject to a number of risks and uncertainties,
including those factors discussed in the Prospectus under the heading "Risk
Factors," and other documents of SPAC filed, or to be filed, with the
Non-GAAP Financial Measure and Related Information
Certain of the exhibits to this Current Report on Form 8-K reference certain
financial measures including, among others, EBIT, EBITDA, EBITDA Margin, ROIC,
Free Cash Flow and Cash Conversion Rate (together, "Non-GAAP Financial
Measures") which are financial measures that are not prepared in accordance with
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Business Combination Agreement, dated as ofJuly 5, 2022 , by and among New PubCo, Merger Sub, the Company, SPAC and Ambipar* 10.1 Form of Voting and Support Agreement 10.2 Form of Contribution Agreement 10.3 Form of Ambipar Subscription Agreement 10.4 Form of Opportunity PIPE Subscription Agreement 10.5 Form of PIPE Subscription Agreement 10.6 Form of Non-Redemption Agreement 10.7 Form of XP Non-Redemption Agreement 10.8 Form of Sponsor Letter Agreement 10.9 Form of Cost Sharing Agreement* 10.10 Form of Investor Rights Agreement 10.11 Form of Downside Protection Agreement 99.1 Press Release, dated as ofJuly 6, 2022 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain exhibits and schedules to these exhibits have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. SPAC agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the
request.
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