Filed by Ambipar Emergency Response
Pursuant to Rule 425 of the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: HPX Corp.
(SEC File No.: 001-39382)
On August 11, 2022, Ambipar Empreendimentos e Participações S.A. announced its results for the second quarter of 2022. Excerpts
of this announcement relating to Emergência Participações S.A. (“Response”) are set forth below.
Ambipar
Group Announces Second Quarter of 2022 Results
São Paulo, Brazil – August 11, 2022 – Ambipar
Empreendimentos e Participações S.A. (“Ambipar Group”) announced today its results for the second quarter of
2022 ended June 30, 2022.
Message
from Management
Ambipar
Group is pleased to announce its earnings results for the second quarter of 2022 (2Q22), highlighting a year-over-year leap of
139.6% in Net Revenue and 125.9% in EBITDA. In addition, Consolidated Net Revenue hit an all-time quarterly high of R$853.4 million, reflecting
record-high quarterly Net Revenue in both segments—Environment and Response. The Environment segment’s
sales amounted to R$602.8 million in 2Q22 and, consequently, R$1.1 billion in the first half of 2022 (1H22) whereas those of the Response
segment came to R$363.3 million in 2Q22 and R$713.7 million in 1H22. Sales growth in both segments is connected with the strategy we have
been pursuing since the IPO. In addition, we are complementing our service portfolio and expanding our geographic reach substantially
through acquisitions and/or organic growth. We made only one acquisition during the quarter—or, more precisely, a takeover in late
June —, that of Bioenv, whose Net Revenue came to R$2.1 million in FY2021. Therefore, the 2Q22 results presented here allow
us to assess our ability to grow organically by obviously capturing synergies with the acquired companies and tapping into the best capabilities
of the “ecosystem” of products, services and geographic presence we have been developing over the last few years. Consolidated
Net Revenue climbed by 11.4% quarter-over-quarter in 2Q22. It is worth noting the macroeconomic factors that offset the rise in Net Revenue,
described in the paragraph above, and the quarter-over-quarter rise of 7.8% in EBITDA: a 1.5 percentage point (p.p.) increase in the benchmark
interest rate between April and June, and a 5.8 p.p. appreciation of the Brazilian Real (BRL) against the US Dollar considering average
exchange rates in 1Q22 and 2Q22. Those changes had a direct impact respectively on consolidated net interest income and on revenues from
international operations when converted into BRL. Between the close of 2Q22 and the date of this earnings release, we made important announcements
that give us reason to believe the Company will continue growing, strengthening the Ambipar “ecosystem”, expanding geographically
and optimizing our capital structure, mainly through the acquisitions of CTA, C-Tank and Blue Ambiental, in Brazil; Graham Utilities and
Ridgeline, in Canada; as well as the business combination of Ambipar Response with HPX Corp, which will initially bring in US$168 million
to leverage the growth of the Response segment, mainly in North America, and due to which this Ambipar Group subsidiary will be listed
on the NYSE (New York Stock Exchange.) We are committed to ensuring our business continuity and growth by seeking to seize opportunities
and providing long-term returns to investors. Finally, we thank our shareholders for their trust.
Financial Performance
Net Revenue
Net revenues in the Environment and Response segments
rose 213.9% and 74.8% respectively compared to 2Q21. Comparing to the immediately preceding quarter the variations were 17.3% and 3.3%
and in the year-to-date 239.7% and 95.6%.
In Response, 2Q22 showed a growth of 3.3% in net revenue compared
to 1Q22, even with the exchange rate effect due to the appreciation of the Real against the Dollar in the period, and with operations
in foreign currency representing 66.2% of the Response gross revenues. The exchange rate in the quarter registered an average decrease
of 5.8%, from R$5.23 in 1Q22 to R$4.93 in 2Q22. The growth of revenues in functional currency in all markets in which the Company operates
is noteworthy. Due to the appreciation of the Real against the Dollar, gross revenue from operations in Brazil had the biggest increase,
of 9.2%, compared to 1Q22. In the semester, the operation in North America stood out, with an increase of 142.4% in Reais and 156.2% in
Dollars, even considering the appreciation of the Real in the period that in 1H21 reached, on average, R$ 5.37 and in 1H22, R$ 5.07. This
substantial increase in gross revenues from operations in North America is mainly due to the acquisitions carried out in that region in
the last 12 months with the capture of synergies and asset sharing. Likewise, gross revenues in Reais in 1H22 from Response’s
operations grew 81.5% in Brazil; 60.3% in Latin America and 49.7% in Europe compared to the same period in 2021.
Cost of Services and Gross Profit
Response
segment costs rose 84.4% compared to 2Q21 and 6.3% in 1Q22. The variation is mainly due to increases in Personnel expenses (64.5% and
2.0%) due to dissidia of the category; Third-Party Services (151.3% and +6.0%) due to the replacement of prices due to inflation and Fuel
(246.3% and +54.0%) due to the replacement of prices due to inflation and Fuels (+288.0% and +74.0%), due to increases in diesel and gasoline
prices.
In the Response segment, the gross margin of 2Q22 reached 26.8%,
a result 3.9 p.p. and 2.1 p.p. lower than that recorded in 2Q21 and 1Q22, respectively. The performance reflects the increase in the cost
of the services provided, as commented earlier.
SG&A
Selling, general and administrative expenses totaled R$ 36.0 million,
an amount 188.0% higher than in 2Q21, mainly due to the 438.2% increase in expenses in the Environment segment due to the incorporation
of the results of the companies acquired in the period. These same expenses of the Response segment decreased R$ 500 thousand compared
to 2Q21.
EBITDA and EBITDA Margin
EBITDA accumulated R$ 219.6 million and increased 125.9% compared to
2Q21, due to increases of 197.8% and 61.0% in the EBITDAs of the Environment and Response segments, respectively. EBITDA
margins suffered a slight contraction in the periods compared to the smaller segment due to the share of revenue from Response’s
operations in North America, which have lower margins, as they are still in the process of integrating, standardizing and centralizing
the operations of the various acquired, and, to a greater extent, for the reasons set out above regarding the increases in the costs of
the services provided.
Subsequent Events
Mergers & Acquisitions from January 7, 2022 to date
On July 6, Ambipar announced in a Material Fact Notice that,
by means of subsidiary Emergência Participações S.A., it had entered into an agreement for a business
combination with HPX Corp. (“HPX”) (NYSE: HPX), a special purpose acquisition company (SPAC) (“Business
Combination”.) Upon completion of the Business Combination, Ambipar Emergency Response (“Ambipar Response”), a
company newly organized under the laws of the Cayman Islands, will hold the entire share capital of Emergência
Participações S.A., as well as go public and be listed on the New York Stock Exchange (NYSE) under ticker symbol
“AMBI.” The combined company is expected to have a pro forma Enterprise Value (EV) of about R$3.1 billion, which
corresponds to an implied EV/EBITDA multiple of 11.1 times, considering the reported EBITDA for the year ended March 31, 2022,
and an implied pro forma Equity Value of about R$2.9 billion. Ambipar, currently the sole shareholder of Emergência, will
remain the majority shareholder of Ambipar Response, with about 72% of its share capital and 96% of its voting stock, considering
the completion of the Business Combination with the contribution of cash in the amount of US$168 million, which amount is the
minimum available cash requirement. Additionally, the Ambipar Group will be entitled to receive an
earnout if certain negotiated conditions are fulfilled, thus increasing its equity interest in Ambipar Response and possibly
increasing the implied pro-forma Enterprise Value of Ambipar Response by US$110 million.
| · | CTA SERVIÇOS EM MEIO AMBIENTE LTDA. |
On July 7, Ambipar announced in a Material Fact Notice the acquisition
of 100% of CTA Serviços em Meio Ambiente Ltda. through subsidiary Ambipar Response ES S.A. and the change of the acquired company’s
name to Ambipar Response Fauna e Flora Ltda. With gross revenue of R$21.6 million and EBITDA of R$5.0 million in 2021, CTA
specializes in environmental services, mainly Emergency Preparedness and Response, with a focus on preserving and protecting the flora
and rehabilitating wildlife in case of environmental accidents. CTA has 21 operational bases in the states of Rio de Janeiro, Espírito
Santo and Bahia, as well as an interdisciplinary team of over 150 employees. In addition, it has synergies with Ambipar’s current
operations in Brazil, LatAm, North America and Europe, thus helping complement Ambipar’s portfolio.
On July 11, Ambipar announced in a Material Fact Notice the acquisition
of 100% of Graham Utilities (“Graham”) through indirect wholly-owned subsidiary Ambipar Holding Canada. The acquired company’s
corporate name will be Ambipar Response Graham. Specializing in industrial and emergency services for the road segment, Graham
recorded gross revenue of CAD (Canadian dollars) 3.2 million (R$14.1 million) and EBITDA of CAD 1.5 million (R$6.6 million) in 2021. With
this acquisition—Ambipar’s 5th in Canada and 12th in North America —, Ambipar now has 32 bases
strategically located in that region.
On July 26, Ambipar announced in a Material Fact Notice the acquisition
through subsidiary Emergência Participações S.A. (“Ambipar Response”) of C-Tank, which will become part
of Ambipar Response. Headquartered in Niterói (Rio de Janeiro State) and operating mainly in the states of São Paulo
and Rio de Janeiro, C-Tank specializes in cleaning industrial and naval tanks, and offers both onshore and offshore solutions. It has
300 employees and a large capacity for geographic expansion. It recorded gross revenue of R$41 million and EBITDA of R$19 million in 2021.
Income Statement
| R$ million | |
2Q22 | | |
2Q21 | | |
Chg. | | |
6M22 | | |
6M21 | | |
Chg. | |
| NET REVENUES | |
| 853.4 | | |
| 356.2 | | |
| 139.6 | % | |
| 1,619.4 | | |
| 618.6 | | |
| 161.8 | % |
| Environment | |
| 520.8 | | |
| 165.9 | | |
| 213.9 | % | |
| 964.8 | | |
| 284.0 | | |
| 239.7 | % |
| Response | |
| 332.6 | | |
| 190.3 | | |
| 74.8 | % | |
| 654.6 | | |
| 334.6 | | |
| 95.6 | % |
| COST OF SERVICES | |
| 597.8 | | |
| 246.5 | | |
| 142.5 | % | |
| 1,122.1 | | |
| 424.7 | | |
| 164.2 | % |
| Environment | |
| 354.2 | | |
| 114.4 | | |
| 209.6 | % | |
| 649.5 | | |
| 195.1 | | |
| 232.9 | % |
| Response | |
| 243,6 | | |
| 132,1 | | |
| 84,4 | % | |
| 472,6 | | |
| 229,6 | | |
| 105,8 | % |
| GROSS PROFIT | |
| 255.7 | | |
| 109.7 | | |
| 133.1 | % | |
| 497.4 | | |
| 193.9 | | |
| 156.5 | % |
| Environment | |
| 166.7 | | |
| 51.5 | | |
| 223.7 | % | |
| 315.4 | | |
| 88.9 | | |
| 254.8 | % |
| Response | |
| 89.0 | | |
| 58.2 | | |
| 52.9 | % | |
| 182.0 | | |
| 105.0 | | |
| 73.3 | % |
| GROSS MARGIN | |
| 30.0 | % | |
| 30.8 | % | |
| -0.8 | p.p. | |
| 30.7 | % | |
| 31.3 | % | |
| -0.6 | p.p. |
| Environment | |
| 32.3 | % | |
| 31.0 | % | |
| 1.3 | p.p. | |
| 32.8 | % | |
| 31.3 | % | |
| 1.5 | p.p. |
| Response | |
| 26.8 | % | |
| 30.6 | % | |
| -3.8 | p.p. | |
| 27.8 | % | |
| 31.4 | % | |
| -3.6 | p.p. |
| SG&A | |
| 36.0 | | |
| 12.5 | | |
| 188.0 | % | |
| 73.9 | | |
| 23.9 | | |
| 209.2 | % |
| Environment | |
| 29,6 | | |
| 5,5 | | |
| 438,2 | % | |
| 59,9 | | |
| 10,1 | | |
| 493,1 | % |
| Response | |
| 6.5 | | |
| 7.0 | | |
| -7.1 | % | |
| 14.0 | | |
| 13.9 | | |
| 0.7 | % |
| EBITDA | |
| 219.6 | | |
| 97.2 | | |
| 125.9 | % | |
| 423.4 | | |
| 170.0 | | |
| 149.1 | % |
| Environment | |
| 138.4 | | |
| 46.0 | | |
| 200.9 | % | |
| 256.8 | | |
| 78.8 | | |
| 225.9 | % |
| Response | |
| 82.6 | | |
| 51.3 | | |
| 61.0 | % | |
| 168.0 | | |
| 91.2 | | |
| 84.2 | % |
| EBITDA MARGIN | |
| 25.7 | % | |
| 27.3 | % | |
| -1.6 | p.p. | |
| 26.1 | % | |
| 27.5 | % | |
| -1.4 | p.p. |
| Environment | |
| 26.6 | % | |
| 27.7 | % | |
| -1.1 | p.p. | |
| 26.6 | % | |
| 27.7 | % | |
| -1.1 | p.p. |
| Response | |
| 24.8 | % | |
| 26.9 | % | |
| -2.1 | p.p. | |
| 25.7 | % | |
| 27.3 | % | |
| -1.6 | p.p. |
| FINANCIAL RESULT | |
| -111.2 | | |
| -8.8 | | |
| 1.163.6 | % | |
| -171,6 | | |
| -9.2 | | |
| 1.765.2 | % |
| Financial expenses | |
| -149.8 | | |
| -14.2 | | |
| 955.0 | % | |
| -241.8 | | |
| -25.2 | | |
| 859.5 | % |
| Financial revenues | |
| 38.6 | | |
| 5.4 | | |
| 614.8 | % | |
| 70.2 | | |
| 16.0 | | |
| 338.7 | % |
| Taxes | |
| -15.7 | | |
| -16.3 | | |
| -3.7 | % | |
| -36.7 | | |
| -31.5 | | |
| 15.9 | % |
| NET INCOME | |
| 2.8 | | |
| 40.6 | | |
| -93.1 | % | |
| 51.9 | | |
| 72.9 | | |
| -28.8 | % |
Composition of Gross Revenue
| Composition | |
| | | |
| | | |
| Var. | | |
| | | |
| Var. | | |
| | | |
| | | |
| Var. | |
| Gross
Revenues | |
| | | |
| | | |
| 2Q22 | | |
| | | |
| 2T22
x | | |
| | | |
| | | |
| 6M22 | |
| R$
million | |
| 2Q22 | | |
| 2Q21 | | |
| x2Q21 | | |
| 1Q22 | | |
| 1T22 | | |
| 6M22 | | |
| 6M21 | | |
| x6M21 | |
| ENVIRONMENT | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross revenues | |
| 602.8 | | |
| 193.5 | | |
| 211.4 | % | |
| 518.0 | | |
| 16.4 | % | |
| 1,120.8 | | |
| 329.4 | | |
| 240.2 | % |
| Total waste management | |
| 345.6 | | |
| 138.2 | | |
| 150.2 | % | |
| 296.5 | | |
| 16.6 | % | |
| 642.1 | | |
| 219.3 | | |
| 192.8 | % |
| Brazil | |
| 245.2 | | |
| 138.2 | | |
| 77.5 | % | |
| 182.2 | | |
| 34.6 | % | |
| 427.4 | | |
| 219.3 | | |
| 94.9 | % |
| International | |
| 100.4 | | |
| 0.0 | | |
| NA | | |
| 114.3 | | |
| -12.2 | % | |
| 214.8 | | |
| 0.0 | | |
| NA | |
| Post consumption | |
| 102.3 | | |
| 1.1 | | |
| 8876.9 | % | |
| 95.8 | | |
| 6.9 | % | |
| 198.1 | | |
| 3.6 | | |
| 5463.4 | % |
| Carbon | |
| 12.9 | | |
| 0.0 | | |
| NA | | |
| 6.1 | | |
| 111.5 | % | |
| 19.0 | | |
| 0.0 | | |
| NA | |
| Others | |
| 141.9 | | |
| 54.2 | | |
| 161.7 | % | |
| 119.7 | | |
| 18.6 | % | |
| 261.6 | | |
| 106.6 | | |
| 145.4 | % |
| Brazil | |
| 97.0 | | |
| 54.2 | | |
| 78.9 | % | |
| 73.4 | | |
| 32.2 | % | |
| 170.4 | | |
| 106.6 | | |
| 59.9 | % |
| International | |
| 44.9 | | |
| 0.0 | | |
| NA | | |
| 46.3 | | |
| -3.0 | % | |
| 91.1 | | |
| 0.0 | | |
| NA | |
| RESPONSE | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross revenues | |
| 363.3 | | |
| 215.2 | | |
| 68.8 | % | |
| 350.4 | | |
| 3.7 | % | |
| 713.7 | | |
| 376.7 | | |
| 89.4 | % |
| Brazil | |
| 122.8 | | |
| 70.1 | | |
| 75.2 | % | |
| 112.5 | | |
| 9.1 | % | |
| 235.3 | | |
| 129.6 | | |
| 81.5 | % |
| International | |
| 240.6 | | |
| 145.1 | | |
| 65.8 | % | |
| 237.9 | | |
| 1.1 | % | |
| 478.4 | | |
| 247.1 | | |
| 93.6 | % |
| LatAm (Ex Brazil) | |
| 58.7 | | |
| 36.9 | | |
| 59.1 | % | |
| 57.9 | | |
| 1.4 | % | |
| 116.6 | | |
| 72.7 | | |
| 60.3 | % |
| Europe | |
| 50.5 | | |
| 42.4 | | |
| 19.2 | % | |
| 47.8 | | |
| 5.8 | % | |
| 98.3 | | |
| 65.7 | | |
| 49.7 | % |
| North America | |
| 131.3 | | |
| 65.8 | | |
| 99.5 | % | |
| 132.2 | | |
| -0.7 | % | |
| 263.5 | | |
| 108.7 | | |
| 142.4 | % |
| |
| | | |
| | | |
| Var. | | |
| | | |
| Var. | | |
| 2Q22 | | |
| 2Q21 | | |
| | | |
| 1Q22 | | |
| | |
| Composition
of | |
| LTM | | |
| LTM | | |
| 2Q22 | | |
| LTM | | |
| 2Q22 | | |
| Pro | | |
| Pro | | |
| Chg. | | |
| Pro | | |
| Chg. | |
| Gross
Revenues | |
| 2Q22 | | |
| 2Q21 | | |
| x2Q21 | | |
| 1Q22 | | |
| x1Q22 | | |
| forma | | |
| forma | | |
| Pro
forma | | |
| forma | | |
| Pro
forma | |
| R$
million | |
| (a) | | |
| (b) | | |
| (a/b) | | |
| (c) | | |
| (a/c) | | |
| (d) | | |
| (e) | | |
| (d/e) | | |
| (f) | | |
| (d/f) | |
| ENVIRONMENT | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross
revenues | |
| 1,760.7 | | |
| 806.8 | | |
| 118.2 | % | |
| 1,659.0 | | |
| 6.1 | % | |
| 2,411.2 | | |
| 774.2 | | |
| 211.4 | % | |
| 2,072.1 | | |
| 16.4 | % |
| Total
waste management | |
| 1,055.8 | | |
| 482.5 | | |
| 118.8 | % | |
| 1,007.5 | | |
| 4.8 | % | |
| 1,382.6 | | |
| 552.7 | | |
| 150.2 | % | |
| 1,186.0 | | |
| 16.6 | % |
| Brazil | |
| 736.5 | | |
| 482.5 | | |
| 52.6 | % | |
| 668.6 | | |
| 10.2 | % | |
| 980.8 | | |
| 552.7 | | |
| 77.5 | % | |
| 728.6 | | |
| 34.6 | % |
| International | |
| 319.2 | | |
| 0.0 | | |
| NA | | |
| 338.9 | | |
| -5.8 | % | |
| 401.7 | | |
| 0.0 | | |
| NA | | |
| 457.3 | | |
| -12.2 | % |
| Post
consumption | |
| 256.7 | | |
| 17.5 | | |
| 1365.3 | % | |
| 230.3 | | |
| 11.4 | % | |
| 409.3 | | |
| 4.6 | | |
| 8876.9 | % | |
| 383.1 | | |
| 6.9 | % |
| Carbon | |
| 22.4 | | |
| 0.0 | | |
| NA | | |
| 17.8 | | |
| 26.1 | % | |
| 51.7 | | |
| 0.0 | | |
| NA | | |
| 24.4 | | |
| 111.5 | % |
| Others | |
| 425.9 | | |
| 306.8 | | |
| 38.8 | % | |
| 403.4 | | |
| 5.6 | % | |
| 567.6 | | |
| 216.9 | | |
| 161.7 | % | |
| 478.6 | | |
| 18.6 | % |
| Brazil | |
| 284.1 | | |
| 306.8 | | |
| -7.4 | % | |
| 257.7 | | |
| 10.2 | % | |
| 388.2 | | |
| 216.9 | | |
| 78.9 | % | |
| 293.6 | | |
| 32.2 | % |
| International | |
| 141.8 | | |
| 0.0 | | |
| NA | | |
| 145.7 | | |
| -2.7 | % | |
| 179.4 | | |
| 0.0 | | |
| NA | | |
| 185.0 | | |
| -3.0 | % |
| RESPONSE | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross
revenues | |
| 1,077.4 | | |
| 611.5 | | |
| 76.2 | % | |
| 929.2 | | |
| 15.9 | % | |
| 1,453.3 | | |
| 860.7 | | |
| 68.8 | % | |
| 1,401.4 | | |
| 3.7 | % |
| Brazil | |
| 394.5 | | |
| 228.3 | | |
| 72.8 | % | |
| 341.9 | | |
| 15.4 | % | |
| 491.1 | | |
| 280.4 | | |
| 75.2 | % | |
| 450.0 | | |
| 9.1 | % |
| International | |
| 682.8 | | |
| 383.2 | | |
| 78.2 | % | |
| 587.4 | | |
| 16.3 | % | |
| 962.2 | | |
| 580.3 | | |
| 65.8 | % | |
| 951.4 | | |
| 1.1 | % |
| LatAm
(Ex Brazil) | |
| 166.7 | | |
| 72.7 | | |
| 129.1 | % | |
| 144.8 | | |
| 15.1 | % | |
| 234.8 | | |
| 147.6 | | |
| 59.1 | % | |
| 231.5 | | |
| 1.4 | % |
| Europe | |
| 146.4 | | |
| 65.7 | | |
| 123.0 | % | |
| 138.3 | | |
| 5.9 | % | |
| 202.1 | | |
| 169.5 | | |
| 19.2 | % | |
| 191.1 | | |
| 5.8 | % |
| North
America | |
| 369.8 | | |
| 108.7 | | |
| 240.0 | % | |
| 304.2 | | |
| 21.5 | % | |
| 525.3 | | |
| 263.3 | | |
| 99.5 | % | |
| 528.8 | | |
| -0.7 | % |
Breakdown of Costs of Services
| R$ million | |
|
2Q22 |
|
|
|
2Q21 | |
| COST OF SERVICES | |
| | | |
| RESPONSE | |
| Personnel | |
| 120.1 | | |
| 73.0 | |
| Third parties | |
| 49.5 | | |
| 19.7 | |
| Fuel | |
| 18.7 | | |
| 5.4 | |
| Freight | |
| 1.2 | | |
| 0.6 | |
| Maintenance | |
| 8.0 | | |
| 8.6 | |
| Taxes | |
| 6.2 | | |
| 2.1 | |
| Marketing | |
| 0.7 | | |
| 0.9 | |
| Materiais | |
| 3.5 | | |
| 2.3 | |
| Telecomunications | |
| 0.6 | | |
| 0.4 | |
| Travel | |
| 4.6 | | |
| 2.4 | |
| Rentals | |
| 9.5 | | |
| 7.3 | |
| Others | |
| 20.8 | | |
| 9.2 | |
About Ambipar Response
Ambipar Response is a leading environmental solutions service provider
in Brazil with a global presence, with expected 2022 net revenue of approximately R$1.7 billion. Ambipar Response is present in 16 countries
with 216 service centers. The company was founded in 1995 Tercio Borlenghi Jr. For more information, visit ambipar.com.
About HPX
HPX (NYSE: HPX) is a special purpose acquisition company that, since
its $253 million initial public offering on NYSE in July 2020, has sought to combine its business with a Brazil-based company in
an industry which would benefit from long-term growth in the Brazilian economy, with an international expansion plan as part of its overall
growth strategy and that could benefit from HPX’s management team’s experience in operating in global markets. HPX’s
sponsor is HPX Capital Partners LLC, which is controlled by Bernardo Hees and Rodrigo Xavier, both co-chairmen of HPX’s board of
directors, and Carlos Piani, HPX’s CEO and CFO. For more information, visit hpxcorp.com.
About Ambipar Group
Ambipar Participações e Empreendimentos S.A. is a holding
company founded in 1995 by Mr. Tercio Borlenghi Junior and operates into two service divisions: Response and Environment. Ambipar
Group became a publicly-traded company in 2020 by listing on the Brazilian stock exchange (B3: AMBP3).
Forward-Looking Statements
The
information in this press release 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 Business Combination. These statements are based on various assumptions, whether
or not identified in this press release, and on the current expectations of Ambipar Response’s and 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 Ambipar Response and 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 neither HPX nor Ambipar Response presently know or that HPX and Ambipar Response 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 HPX’s and Ambipar Response’s expectations, plans or forecasts of future events and views as of the date
of this press release. HPX and Ambipar Response anticipate that subsequent events and developments may cause HPX’s or Ambipar Response’s
assessments to change. However, while HPX and Ambipar Response may elect to update these forward-looking statements at some point in the
future, HPX and Ambipar Response specifically disclaim any obligation to do so. These forward-looking statements should not be relied
upon as representing HPX’s or Ambipar Response’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.
Additional Information About the Proposed Business Combination and
Where to Find It
The proposed Business Combination will be submitted
to the shareholders of HPX for their consideration. HPX intends to 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
HPX, Ambipar Response 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 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 Prospectus. 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 press release shall not constitute a “solicitation”
(as defined in Section 14 of the Securities Exchange Act of 1934, as amended); it does it 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.
Non-GAAP Financial Measure and Related Information
Certain of the exhibits to this press release reference certain financial
measures including, among others, EBITDA and EBITDA Margin (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.
Investor Relations Contact
Ambipar Response: ri@ambipar.com
HPX Corp: ir@hpxcorp.com
HPX (NYSE:HPX)
Historical Stock Chart
From Nov 2024 to Dec 2024
HPX (NYSE:HPX)
Historical Stock Chart
From Dec 2023 to Dec 2024
