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 anônima
organized 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, initiate, enter into or continue discussions, negotiations or transactions with respect to any other
similar business combination transaction, (viii) covenants providing that SPAC shall remain listed as a public company and for its
shares to be listed on the NYSE, as well as for New PubCo, the Company and SPAC to cooperate to cause New PubCo's Class A Ordinary
Shares to be approved for listing on the NYSE, (ix) covenants providing that New PubCo maintain D&O indemnification protections
for pre-Closing D&Os of the Company, Merger Sub and SPAC for six years from Closing, (x) covenants providing that Ambipar and
the Company will enter into (and that New PubCo will not amend thereafter without the prior approval of New PubCo's audit committee) a
certain Cost Sharing Agreement (as defined below), to be effective as of Closing, (xi) a covenant providing that the Company and
SPAC give each other the opportunity to participate in the defense, settlement or prosecution of any legal proceedings commenced after
the date of the Business Combination Agreement related to the matters therein, (xii) a covenant providing that if SPAC has not consummated
its initial business combination by November 20, 2022, SPAC shall use its reasonable best efforts to obtain an additional extension
of the deadline by which SPAC must complete the initial business combination in accordance with the amended and restated memorandum and
articles of association of SPAC (“Extension”), (xiii) a covenant providing that New PubCo shall take all
necessary actions to cause the composition of its board of directors to be comprised of (a) five (5) directors to be designated
by Ambipar; (b) one (1) independent director to be designated by the Sponsor; and (c) one (1) independent director
to be designated by Opportunity Agro Fundo de Investimento em Participações Multiestratégia Investimento no Exterior
(“Opportunity”) and (xiv) a covenant providing that New PubCo will adopt an equity incentive plan pursuant
to the terms set forth in the Business Combination Agreement, to be effective as of Closing.
Conditions to the Consummation of the Transaction
The consummation of the transactions contemplated by the Business Combination
Agreement is subject to customary closing conditions, including approval by SPAC’s shareholders and Ambipar. The Business Combination
Agreement also contains other conditions, including, among others: (i) SPAC having at least $5,000,001 of net tangible assets following
the exercise by the holders of the SPAC’s Class A Ordinary Shares issued in the SPAC’s initial public offering of securities
and outstanding immediately before the First Effective Time of their right to redeem their SPAC Class A Ordinary Shares in accordance
with SPAC’s governing documents, (ii) the absence of any applicable Legal Requirement (as defined in the Business Combination
Agreement) prohibiting or enjoining the consummation of the transactions, (iii) the receipt of approval for the New PubCo Class A
Ordinary Shares to be listed on NYSE or another public stock market or exchange in the United States, subject to the official notice of
issuance thereof and the requirement to have a sufficient number of round lot holders, (iv) the delivery to SPAC of the Contribution
Agreement, duly executed by Ambipar and Merger Sub, (v) execution by the Company, New PubCo and Ambipar of the Cost Sharing Agreement,
and (vi) the absence of any material adverse effect. In addition, the Company’s obligations to consummate the Closing are subject
to the condition that SPAC shall have at least $168,000,000 in cash and cash equivalents in the Trust Account (as defined in the Business
Combination Agreement) immediately before the Closing (taking into account, among other things, the exercise by the holders of the SPAC’s
Class A Ordinary Shares issued in SPAC’s initial public offering of securities and outstanding immediately before the First
Effective Time of their right to redeem their SPAC Class A Ordinary Shares in accordance with SPAC’s governing documents, the
PIPE Financing and the Ambipar PIPE Financing (as defined below)).
Termination
The Business Combination Agreement may be terminated at any time prior
to the consummation of the Mergers by mutual written consent of SPAC and the Company or Merger Sub and in certain other circumstances,
including, but not limited to if: (i) the Closing has not occurred by July 20, 2022, provided that such date will be automatically
extended for an additional period ending on the last date for SPAC to consummate its initial business combination pursuant to any Extension
sought and obtained by SPAC pursuant to the terms of the Business Combination Agreement provided that the outside date shall not be later
than January 31, 2023 without the prior written consent of the Company, (ii) a governmental entity shall have issued an order
or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions, and such order or other action
has become final and non-appealable or (iii) the Mergers and SPAC Shareholder Matters are not approved by SPAC’s shareholders
at the duly convened meeting of SPAC’s shareholders.
A copy of the Business Combination Agreement is filed as Exhibit 2.1
to this Current Report on Form 8-K and the foregoing description of the Business Combination Agreement is qualified in its entirety
by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties
made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties
and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations
agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been
provided to investors with information regarding its terms. It is not intended to provide any other factual information about SPAC or
any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained
in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates,
were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting
parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to SPAC’s investors and security holders. SPAC investors and security
holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties,
covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to
the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change
after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in the SPAC’s
public disclosures.
Related Agreements
Voting and Support Agreement
Concurrently with the execution and delivery of the Business Combination
Agreement, Ambipar and SPAC have entered into a voting and support agreement (the “Voting and Support Agreement”),
pursuant to which Ambipar agreed, among other things, (i) prior to the First Effective Time, to approve and consent to the Mergers,
the adoption of the transactions and such other actions as contemplated in the Business Combination Agreement for which the approval of
Ambipar is required and (ii) to certain transfer restrictions on its equity interests in the Company, New PubCo and Merger Sub for
the period until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, subject
to certain limited exceptions.
The form of Voting and Support Agreement is filed as Exhibit 10.1
to this Current Report on Form 8-K and the foregoing description of the form of Voting and Support Agreement is qualified in its
entirety by reference thereto.
Contribution Agreement
As soon as practicable following the date of this Current Report on
Form 8-K, Ambipar and Merger Sub shall enter into a contribution agreement (the “Contribution Agreement”),
pursuant to which, prior to the First Effective Time (and conditioned upon the Closing), Ambipar agreed to, among other things, contribute
to Merger Sub all of the issued and outstanding equity of the Company for newly issued Merger Sub Ordinary Shares (the “Pre-Closing
Exchange”) and, after giving effect to the Pre-Closing Exchange, the Company will become a wholly-owned subsidiary of Merger
Sub.
The form of Contribution Agreement is filed as Exhibit 10.2 to
this Current Report on Form 8-K and the foregoing description of the form of Contribution Agreement is qualified in its entirety
by reference thereto.
Ambipar Subscription Agreement
Concurrently with the execution and delivery of the Business Combination
Agreement, Ambipar has entered into a share subscription agreement (the “Ambipar Subscription Agreement”), pursuant
to which Ambipar has committed (the “Ambipar PIPE Financing”) to subscribe for and purchase 5,050,000 New PubCo
Class B Ordinary Shares (at $10.00 per share). New PubCo has also agreed to grant certain customary registration rights to Ambipar
in connection with the Ambipar PIPE Financing. Such subscription and purchase by Ambipar will be payable by Ambipar either in cash or
in kind (in exchange for the partial conversion of debt into equity in the amount of $50.5 million pursuant to a certain loan agreement,
dated as of July 5, 2022, between Ambipar and the Company. Ambipar will not receive any New PubCo Warrants or additional New PubCo
Ordinary Shares (as defined in the Business Combination Agreement) in consideration of the agreements of Ambipar set forth in the Ambipar
Subscription Agreement.
The form of Ambipar Subscription Agreement is filed as Exhibit 10.3
to this Current Report on Form 8-K and the foregoing description of the form of Ambipar Subscription Agreement is qualified in its
entirety by reference thereto.
Opportunity Subscription Agreement
Concurrently with the execution and delivery of this Agreement, Opportunity
has entered into a share subscription agreement (the “ Opportunity PIPE Subscription Agreement”) pursuant to
which the Opportunity has committed (the “Opportunity Financing”) to subscribe for and purchase New PubCo Class A
Ordinary Shares. New PubCo has also agreed to grant certain customary registration rights to Opportunity in connection with the Opportunity
Financing, including “piggy-back” registration rights to include their New PubCo Class A Ordinary Shares in other registration
statements filed by New PubCo subsequent to the Closing.
The form of Opportunity PIPE Subscription Agreement is filed as Exhibit 10.4
to this Current Report on Form 8-K and the foregoing description of the form of Opportunity PIPE Subscription Agreement is qualified
in its entirety by reference thereto.
PIPE Subscription Agreements
In addition to the Opportunity PIPE Subscription Agreement, concurrently
with the execution and delivery of the Business Combination Agreement, certain investors (together with Opportunity, the “PIPE
Investors”) have entered into share subscription agreements (together with Opportunity PIPE Subscription Agreement, the
“PIPE Subscription Agreement”) pursuant to which the PIPE Investors have committed (the “PIPE Financing”)
to subscribe for and purchase 11,150,000 New PubCo Class A Ordinary Shares (at $10.00 per share). New PubCo has also agreed to grant
certain customary registration rights to the PIPE Investors in connection with the PIPE Financing. In consideration of the agreements
of such PIPE Investors and the Opportunity Financing set forth in the PIPE Subscription Agreements, New PubCo has agreed to issue to such
PIPE Investors and Opportunity, on or promptly following Closing, (i) an aggregate of 2,567,500 private placement warrants to purchase
New PubCo Class A Ordinary Shares (“New PubCo Warrants”) and (ii) an aggregate of 1,860,600 additional
New PubCo Class A Ordinary Shares.
The form of PIPE Subscription Agreement is filed as Exhibit 10.5
to this Current Report on Form 8-K and the foregoing description of the form of PIPE Subscription Agreement is qualified in its entirety
by reference thereto.
Shareholder Non-Redemption Agreements
Concurrently
with the execution and delivery of the Business Combination Agreement, the PIPE Subscription Agreements and the Ambipar Subscription Agreement,
and as an inducement to SPAC’s and the Company Parties’ (as defined in the Business Combination Agreement) willingness to
enter into the Business Combination Agreement, certain shareholders of the SPAC, owning, in the aggregate, 600,000 of the outstanding
Class A Ordinary Shares of SPAC (each, a “Non-Redeeming Shareholder”), have entered into non-redemption
agreements (each, a “Non-Redemption Agreement”) with SPAC and New PubCo, under which, among other things, such
Non-Redeeming Shareholders have agreed, in consideration of (i) an aggregate of 26,400 additional New PubCo Class A Ordinary
Shares and (ii) 150,000 New PubCo Warrants, in each case to be issued by New PubCo to such Non-Redeeming Shareholders on or promptly
following the Closing, to vote in favor of transactions contemplated in the Business Combination Agreement for which the approval of such
SPAC shareholders is required and agreed not to redeem or exercise any right to redeem any Class A Ordinary Shares of SPAC that such
SPAC shareholders hold of record or beneficially. Concurrently with the execution of the Non-Redemption Agreements, Trend HPX SPAC FIA
IE, represented by its investment manager XP Allocation Asset Management Ltda. (“XP”), owning 1,297,400 of the
outstanding Class A Ordinary Shares of SPAC, has entered into a certain non-redemption agreement with SPAC and New PubCo (the “XP
Non-Redemption Agreement”), pursuant to which, among other things, XP will be entitled to (i) an aggregate of 57,086
additional New PubCo Class A Ordinary Shares and (ii) 324,350 New PubCo Warrants, in each case to be issued by New PubCo to
XP on or promptly following the Closing, in the event XP does not redeem the SPAC Shares of which it is the record and beneficial
owner in connection with any Extension sought on or prior to July 15, 2022. The Company and the Sponsor are named third-party beneficiaries
under the Shareholder Non-Redemption Agreements.
The form of Non-Redemption Agreement is filed as Exhibit 10.6
to this Current Report on Form 8-K and the foregoing description of the form of Non-Redemption Agreement is qualified in its entirety
by reference thereto. The form of XP Non-Redemption Agreement is filed as Exhibit 10.7 to this Current Report on Form 8-K and
the foregoing description of the form of XP Non-Redemption Agreement is qualified in its entirety by reference thereto.
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement,
HPX Capital Partners LLC (the “Sponsor”) entered into a letter agreement (the “Sponsor Letter Agreement”)
with SPAC, the Company, New PubCo and the other persons named therein and party thereto, pursuant to which the Sponsor and the Insiders
(as defined in the Business Combination Agreement) agreed, among other things, not to redeem any Founder Shares (as defined in the Sponsor
Letter Agreement) in connection with the transactions or any Extension of the deadline by which SPAC must complete its SPAC Business Combination
(as defined in the Business Combination Agreement), to vote all of their respective Founder Shares in favor of the Business Combination
and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions.
The Sponsor and SPAC have agreed that, immediately prior to consummation
of the First Merger, the Sponsor will effectuate the SPAC Sponsor Recapitalization (as defined in the Business Combination Agreement),
as a result of which it will (i) exchange 6,245,000 SPAC Class B Ordinary Shares for 1,860,000 SPAC Class A Ordinary Shares
minus any XP Additional Shares (as defined in the XP Non-Redemption Agreement), and (ii) and exchange 7,060,000 of its private
placement warrants for 812,500 private placement warrants minus any XP Additional Warrants (as defined in the XP Non-Redemption
Agreement). The Sponsor and the Insiders also waived certain anti-dilution protections to which they would otherwise be entitled in connection
with the Business Combination.
The form of Sponsor Letter Agreement is filed as Exhibit 10.8
to this Current Report on Form 8-K and the foregoing description of the form of Sponsor Letter Agreement is qualified in its entirety
by reference thereto.
Cost Sharing Agreement
As promptly as reasonably practicable following the date of this Current
Report on Form 8-K, Ambipar, the Company and certain of its subsidiaries shall enter into a cost sharing agreement (the “Cost
Sharing Agreement”), pursuant to which the Ambipar agrees to provide certain shared administrative activities to the Recipients
(as defined in the Cost Sharing Agreement) under and pursuant to the terms and conditions set forth therein.
The form of Cost Sharing Agreement is filed as Exhibit 10.9 to
this Current Report on Form 8-K and the foregoing description of the Form of Cost Sharing Agreement is qualified in its entirety
by reference thereto.
Investor Rights Agreement
At the consummation of the Business Combination Agreement, New PubCo,
the Sponsor, Ambipar, Opportunity and certain other persons named therein shall enter into an investor rights agreement (the “Investor
Rights Agreement”), pursuant to which that certain Registration Rights Agreement, dated as of July 15, 2020, shall
be amended and restated in its entirety, as of the Closing (as defined in the Business Combination Agreement). As a result, certain holders
of registrable securities will be able to make a written demand for registration under the Securities Act of 1933, as amended (the “Securities
Act”) of all or a portion of their registrable securities, subject to certain limitations so long as such demand includes
a number of registrable securities with a total offering price in excess of $75 million. Any such demand may be in the form of an underwritten
offering, it being understood that, subject to certain exceptions, the New Pubco shall not be required to conduct more than an aggregate
total of eight underwritten offerings or an aggregate of four underwriting offerings in any 12-month period. In addition, certain holders
of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements
filed by New Pubco subsequent to the Closing. New Pubco has also agreed to file within 30 days of the Closing a resale shelf registration
statement covering the resale of all registrable securities. In addition, pursuant to the Investor Rights Agreement, signatories thereof
will agree to certain transfer restrictions on their respective equity interests in New PubCo, in the case of certain directors of the
SPAC, for a period of one year following the Closing Date, and, in the case of Ambipar and the Sponsor, for a period of three years following
the Closing Date, in each case subject to certain exceptions.
The form of Investor Rights Agreement is filed as Exhibit 10.10
to this Current Report on Form 8-K and the foregoing description of the form of Investor Rights Agreement is qualified in its entirety
by reference thereto.
Downside Protection Agreement
Concurrently with the execution of the PIPE Subscription Agreements,
the Ambipar Subscription Agreement and the Non-Redemption Agreements, the PIPE Investors, the Non-Redeeming Shareholders, New PubCo, Ambipar
and the Sponsor entered into a downside protection agreement (the “Downside Protection Agreement”), pursuant
to which the PIPE Investors and the Non-Redeeming Shareholders are provided with certain downside protection rights. Subject to the terms
and conditions of the Downside Protection Agreement, such PIPE Investors and Non-Redeeming Shareholders may receive, on a pro rata basis,
an aggregate of up to 1,050,000 New PubCo Class A Ordinary Shares from the Sponsor or may sell a certain number of their respective
New PubCo Class A Ordinary Shares to Ambipar, the Sponsor or to a third party in a block trade, in each case to occur no earlier
than 30 months following the Closing.
The form of Downside Protection Agreement is filed as Exhibit 10.11
to this Current Report on Form 8-K and the foregoing description of the form of Downside Protection Agreement is qualified in its
entirety by reference thereto.
