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    HPX   KYG322191001

HPX CORP.

(HPX)
Delayed Nyse  -  04:00 2022-09-30 pm EDT
9.920 USD   -0.10%
08/15HPX CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)
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08/15HPX Corp. Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2022
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07/14Hpx 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)
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HPX CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

07/07/2022 | 08:46am EDT

Item 1.01 Entry into a Material Definitive Agreement.

The Business Combination Agreement

On July 5, 2022, HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands ("SPAC"), 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 anônimaorganized under the laws of Brazil (the "Company"), Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil ("Ambipar"), and SPAC. Each of New PubCo, Merger Sub, the Company, Ambipar and SPAC will individually be referred to herein as a "Party" and, collectively, as the "Parties."

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 $0.0001 per share ("New PubCo Class A Ordinary Shares"); provided that the number of New PubCo Class A Ordinary Shares issuable to the Sponsor (as defined below) may be adjusted downwards in an amount corresponding to the transaction expenses incurred by SPAC in excess of $8,500,000, if any, not reimbursed by the Sponsor pursuant to the terms of the Business Combination Agreement, and (ii) each issued and outstanding whole warrant to purchase SPAC Class A Ordinary Shares will be converted into the right to purchase one New PubCo Class A Ordinary Share at an exercise price of $11.50 per share on the same terms and conditions.

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 $9,500,000, if any, not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement.

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 $17.00 over any 20 Trading Days (as defined in the Business Combination Agreement) within any consecutive 30 Trading Day period, 50% of the Earn-Out Shares shall be issued; and (ii) 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 $20.00 over any 20 Trading Days within any consecutive 30 Trading Day period, the remaining 50% of the Earn-Out Shares shall be issued.

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 SEC in connection with the Business Combination Agreement (and any amendments and supplements), (ii) a covenant of SPAC to convene a meeting of SPAC's shareholders and to solicit proxies from its shareholders in favor of the approval of the Business Combination Agreement and the SPAC Shareholder Matters, (iii) a covenant providing that the Parties shall take further actions as may be necessary, proper or advisable to consummate and make effective the Mergers and other transactions contemplated in the Business Combination Agreement, including, among others, to cause the conditions precedent to be satisfied, (iv) a covenant providing that the Parties shall obtain any required consents or approvals pursuant to any applicable antitrust laws, foreign direct investment regulations or other applicable legal requirements and that SPAC, New PubCo and the Company take certain actions to have New PubCo qualify as a "foreign private issuer" under applicable securities laws, (v) covenants maintaining confidentiality and public announcements and other communications regarding the Business Combination Agreement and the transactions and other documents contemplated thereby and related matters, (vi) a covenant of Ambipar, the Company and its subsidiaries not to engage in any transactions involving the securities of SPAC prior to public announcement of the material terms of the transactions, (vii) covenants providing that the Parties will not solicit, . . .

Item 3.02 Unregistered Sales of Equity Securities.

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 PIPE Investors, Ambipar and Non-Redeeming Shareholders, as applicable, is incorporated by reference herein. The New PubCo Class A Ordinary Shares and New PubCo Warrants issuable to PIPE Investors, Ambipar and Non-Redeeming Shareholders, as applicable, in connection with the transactions contemplated by the Business Combination Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

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 July 6, 2022, SPAC issued a press release announcing the execution of the Business Combination Agreement and the transactions contemplated thereby. The press release is furnished as Exhibit 99.1 to this Current Report.

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 U.S. Securities and Exchange Commission (the "SEC") which will include preliminary and definitive proxy statements to be distributed to SPAC's shareholders in connection with SPAC's solicitation for proxies for the vote by SPAC'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, SPAC 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. SPAC'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 SPAC'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 SPAC, the Company 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 SPAC, without charge, at the SEC's website located at www.sec.gov or by directing a request to: HPX Corp., 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 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 SEC rules, be deemed to be participants in the solicitations of proxies from SPAC'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 SPAC's shareholders in connection with the proposed business combination will be set forth in SPAC's proxy statement / prospectus when it is filed with the SEC. You can find more information about SPAC's directors and executive officers in SPAC's final prospectus that forms a part of SPAC'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"). Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement / prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement / prospectus 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 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 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 neither SPAC nor the Company presently know or that SPAC nor the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SPAC's and the Company's expectations, plans or forecasts of future events and views as of the date of this press release. SPAC and the Company anticipate that subsequent events and developments may cause SPAC's or the Company's assessments to change. However, while SPAC and the SPAC may elect to update these forward-looking statements at some point in the future, SPAC and the Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing SPAC's or the Company's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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 U.S. generally accepted accounting principles ("GAAP") or IFRS. These Non-GAAP Financial Measures do not have a standardized meaning, and the definition of such Non-GAAP Financial Measures used by SPAC and Ambipar may be different from other, similarly named non-GAAP measures used by others. In addition, such financial information is unaudited and does not conform to SEC Regulation S-X and as a result such information may be presented differently in future filings with the SEC.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.                                 Description

  2.1           Business Combination Agreement, dated as of July 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 of July 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 SEC upon its

request.

© Edgar Online, source Glimpses

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Sales 2021 - - -
Net income 2021 9,39 M - -
Net cash 2021 0,55 M - -
P/E ratio 2021 33,2x
Yield 2021 -
Capitalization 314 M 314 M -
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EV / Sales 2021 -
Nbr of Employees -
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