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.
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.
