SEC Form 10-K filed by HPX Corp.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

(Mark One)

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For the fiscal year ended December 31, 2022

Or

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For the transition period from to

Commission File No. 001-39382

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HPX Corp.*

(Exact name of registrant as specified in its charter)

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(302) 295-4929

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

None.**

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Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   ☐    No  ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ☒    No  ☐

The registrant’s Class A ordinary shares, par value $0.0001 per share, began trading on the New York Stock Exchange separately from its Units on September 8, 2020. The aggregate market value of the registrant’s Class A ordinary shares outstanding held by non-affiliates of the registrant, computed as of June 30, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $252,494,000.

As of December 31, 2022, there were 2,176,544 Class A ordinary shares, $0.0001 par value per share, and 6,325,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

*On March 3, 2023, the registrant merged into Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the “AMBI”) with AMBI as the surviving entity.

**Removed from listing and registration under Section 12(b) of the Exchange Act pursuant to the Form 25 filed by the NYSE American on March 3, 2023 and Form 15 filed by the registrant on March 16, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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Explanatory Note

References in this Annual Report to “we,” “us,” “our” or the “Company” are to HPX Corp., a blank check company incorporated as a Cayman Islands exempted company. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to HPX Capital Partners LLC, a Delaware limited liability company. References to our “initial shareholders” refer to our Sponsor and each of our independent directors.

On March 3, 2023 (the “Closing Date”), the Company consummated the previously announced business combination (the “Closing”) pursuant to the Business Combination Agreement, dated as of July 5, 2022 (the “Business Combination Agreement”), by and among the Company, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“AMBI”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of AMBI (“Merger Sub”), Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil (“Emergencia”), and Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (“Ambipar”). As a result of the Business Combination, the Company merged with and into AMBI, with AMBI as the surviving entity.

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HPX Corp.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND RISK FACTOR SUMMARY

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This Annual Report contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” ” will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

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The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

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Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I.

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Item 1.    Business.

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Overview

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As of December 31, 2022, we were a blank check company incorporated as a Cayman Islands exempted company on March 20, 2020. We were formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (a “Business Combination”).

Our registration statements for our initial public offering (“Initial Public Offering”) became effective on July 15, 2020. On July 20, 2020, the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000.

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Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,060,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a Private Placement to the Sponsor (the “Private Placement”), generating gross proceeds of $7,060,000.

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Following the closing of the Initial Public Offering on July 20, 2020, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a Trust Account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to our shareholders, as described below.

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As of December 31, 2022, our Class A common stock, warrants and units traded on the NYSE American LLC (“NYSE American”) under the symbols “HPX,” “HPX.WS” and “HPX.U,” respectively. Our units commenced public trading on July 16, 2020 and our Class A common stock and warrants commenced separate public trading on September 5, 2020. On March 3, 2023, the NYSE American filed a Form 25 (Notification of Removal from Listing) with the SEC relating to the delisting of our units, Class A common stock and warrants. As a result, our units, Class A common stock and warrants are no longer listed on the NYSE American.

Combination Period Extensions

As previously reported in the Company’s current report on Form 8-K filed with the SEC on July 14, 2022, on July 14, 2022, in connection with its Extraordinary General Meeting held on July 14, 2022 (the “Extraordinary General Meeting”), the Company’s shareholders approved: (1) a special resolution to amend the Amended and Restated Memorandum and Articles of Association of the Company (the “Extension Amendment”) to extend the date by which the Company must (a) consummate a Business Combination, (b) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (c) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s Initial Public Offering from July 20, 2022 to November 20, 2022; and (2) the proposal to extend the date on which Continental Stock Transfer & Trust Company (the “Trustee”) must liquidate the trust account established in connection with the Company’s Initial Public Offering if the Company has not completed its initial Business Combination from July 20, 2022 to November 20, 2022 (the “Trust Amendment” and, together with the Extension Amendment, the “Initial Extension”).

On November 3, 2022, in connection with the Extraordinary General Meeting, the Company’s shareholders approved an additional extension of the Combination Period from November 20, 2022 to March 31, 2023 (the “Additional Extension”).

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For further information, please see the Company’s current report on Form 8-K as filed with the SEC on July 14, 2022, the Company’s current report on Form 8-K as filed with the SEC on November 4, 2022, and Notes 1 and 10 of the financial statements included in this Annual Report.

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Downside Protection Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, certain PIPE investors (“PIPE Investors”) entered into a share subscription agreement (“Subscription Agreement”) with the Company and AMBI, pursuant to which the PIPE Investors have committed to subscribe to AMBI Class A ordinary shares at the closing of the Business Combination.

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In addition, the Sponsor has signed a Downside Protection Agreement (“DPA”) with the PIPE Investors and the Non-Redeeming Shareholders, pursuant to which these investors are provided with certain downside protection rights subsequent to the closing date of the Business Combination Agreement. Subject to the terms and conditions of the DPA, including the investment return on a 30-month period, the investors may receive, on a pro-rata basis, an aggregate of up to 1,050,000 AMBI Class A ordinary shares directly from the Sponsor (see Note 2 and Note 9).

Shareholder Non-Redemption Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, certain shareholders of the Company, owning, in the aggregate, 600,000 Class A ordinary shares (each, a “Non-Redeeming Shareholder”), have entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with the Company and AMBI, under which, among other things, such Non-Redeeming Shareholders have agreed, in consideration of (i) an aggregate of 26,400 additional AMBI Class A Ordinary Shares and (ii) 150,000 AMBI Warrants, in each case to be issued by AMBI 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 shareholders is required and agreed not to redeem or exercise any right to redeem any Class A ordinary shares of the Company that such 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 Class A ordinary shares of the Company, has entered into a certain non-redemption agreement with the Company and AMBI (the “XP Non-Redemption Agreement”), pursuant to which, among other things, XP will be entitled to (i) an aggregate of 57,086 additional AMBI Class A Ordinary Shares and (ii) 324,350 AMBI Warrants, in each case to be issued by AMBI 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. In the event that the Business Combination Agreement is not consummated, and the Company does not complete a business combination before March 31, 2023, the Non-Redemption Agreement will no longer apply.

Redemptions of Class A Ordinary Shares

As previously reported in the Company’s current report on Form 8-K filed with the SEC on July 14, 2022, on July 14, 2022, in connection with the vote to approve the Combination Period Extension, the holders of 19,472,483 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.018 per share, for an aggregate redemption amount of approximately $195.1 million, which included approximately $0.4 million of Trust Account earnings, leaving approximately $58.4 million in the Trust Account. As of December 31, 2022, the Company had 2,176,544 of Class A ordinary shares subject to possible redemption, with a redemption value of $21,905,597.

On November 3, 2022, in connection with the vote to approve the Additional Extension, the holders of 3,650,973 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.064 per share, for an aggregate redemption amount of $36.7 million, which included approximately $0.2 million of Trust Account earnings, leaving approximately $21.9 million in the Trust Account. As of December 31, 2022, the redemption amount is not required to be classified as a liability as the event occurred subsequent to that date. As of December 31, 2022,  there were 2,176,544 Class A ordinary shares outstanding.

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For further information, please see the Company’s current report on Form 8-K as filed with the SEC on July 14, 2022, the Company’s current report on Form 8-K as filed with the SEC on November 4, 2022, and Note 10 of these notes to the financial statements on this Annual Report.

Transfer of Listing to the NYSE American LLC

On October 24, 2022, the Company issued a press release and filed a current report on Form 8-K announcing the voluntary transfer of its securities from NYSE to NYSE American LLC. On October 27, 2022, the transfer of the securities became effective.

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Additional Loan Under the Terms of the Working Capital Note

On November 30, 2022, and January 17, 2023, under the terms of the Working Capital Note, the Sponsor loaned to the Company an additional aggregate of $205,000 and $410,000 respectively, for working capital purposes, bringing the total aggregate principal amount loaned under the terms of the Working Capital Note to $1,315,000. The outstanding amounts were substantially forgiven, and the balance repaid, on the Closing Date. See “Item 13. Certain Relationships And Related Party Transactions— Debt Forgiveness Agreement.”

Ambipar Emergency Response Business Combination

On the Closing Date, the Company consummated the previously announced business combination pursuant to the Business Combination Agreement, by and among the Company, AMBI, Merger Sub, Emergencia, and Ambipar.

Pursuant to the Business Combination Agreement, one business day before the Closing Date, Ambipar contributed all of the issued and outstanding equity of Emergencia into Merger Sub in exchange for the newly issued ordinary shares of Merger Sub (the “Merger Sub Ordinary Shares”). On the Closing Date, (i) the Company merged with and into AMBI, with AMBI as the surviving entity (the “First Merger” and the effective time of the First Merger, the “First Effective Time”) and (ii) immediately following the First Merger, Merger Sub merged with and into AMBI, with AMBI as the surviving entity and holding all of the issued and outstanding equity of Emergencia (the “Second Merger” and the effective time of the Second Merger, the “Second Effective Time”; the Second Merger together with the First Merger, the “Mergers;” and the Mergers, collectively with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

As part of the Business Combination, at the First Effective Time: (i) each issued and outstanding Class A Ordinary Share, was canceled and converted into the right to receive one Class A ordinary share, par value $0.0001 per share, of AMBI (the “AMBI Class A Ordinary Shares”); (ii) each issued and outstanding whole warrant to purchase the Class A Ordinary Shares was converted into one warrant to purchase one AMBI Class A Ordinary Share at an exercise price of $11.50 per share (the “Warrants”), subject to the same terms and conditions existing prior to such conversion, and (iii) each outstanding and unvested restricted stock unit in respect of Class A Ordinary Shares was converted into a restricted stock unit settled in AMBI Class A Ordinary Shares, subject to the same terms and conditions as were applicable to such restricted stock units of the Company as of immediately prior to the First Effective Time.

Additionally, at the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share was cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of Class B ordinary shares of AMBI, par value $0.0001 per share, which carry voting rights in the form of 10 votes per share of AMBI (the “AMBI Class B Ordinary Shares” and, together with AMBI Class A Ordinary Shares, the “AMBI Ordinary Shares”), as determined in accordance with the per share consideration set forth in the Business Combination Agreement; provided that the number of AMBI Class B Ordinary Shares issued to Ambipar was adjusted downwards by $3,572,446, which is the amount corresponding, at one share for every $10.00, to the transaction expenses incurred by Emergencia in excess of $9,500,000 not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement.

The Business Combination was unanimously approved by the Company’s board of directors and was approved at the extraordinary general meeting of the Company’s shareholders held on February 28, 2023 (the “Extraordinary General Meeting”).

On March 3, 2023, the NYSE American filed a Form 25 (Notification of Removal from Listing) with the SEC relating to the delisting of our units, Class A common stock and warrants. As a result, our units, Class A common stock and warrants are no longer listed on the NYSE American. On March 16, 2023, we filed a Form 15 certifying the deregistration of our units, warrants and Class A common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspension of our duty to file reports under Sections 13 and 15(d) of the Exchange Act. The Company’s reporting obligations under Section 15(d) of the Exchange Act have been suspended.

Human Capital

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As of December 31, 2022, we had one officer and no full-time employees. Our officer is not obligated to devote any specific number of hours to our matters and devoted only as much time as our officer deemed necessary to our affairs. We expect our officer to devote such amount of time as he reasonably believes is necessary to our business.

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Item 1.A. Risk Factors.

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As a smaller reporting company, we are not required to include risk factors in this Annual Report. As of the date of this document, there have been no material changes to the risk factors disclosed in (i) our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 14, 2022, and (ii) our final proxy statement with respect to our special meeting of shareholders to approve the Business Combination Agreement filed with the SEC on March 2, 2023.

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Item 1.B. Unresolved Staff Comments.

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None.

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Item 2.    Properties.

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As of December 31, 2022, we maintained our executive offices at 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801. The cost for this space is included in the $10,000 per month fee that we pay our Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

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Item 3.    Legal Proceedings.

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We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

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Item 4.    Mine Safety Disclosures.

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None.

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PART II.

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Item 5.    Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

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Our units commenced public trading on July 16, 2020 and our Class A common stock and warrants commenced separate public trading on September 5, 2020. On March 3, 2023, the NYSE American a Form 25 (Notification of Removal from Listing) with the SEC relating to the delisting of our units, Class A common stock and warrants. As a result, our units, Class A common stock and warrants are no longer listed on the NYSE American.

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As of December 31, 2022, there was approximately one holder of record of our Units, approximately one holder of record of our separately traded Class A ordinary shares, and approximately two holders of record of our redeemable warrants.

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We have not paid any cash dividends on our ordinary shares to date.

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The performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

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Unregistered Sales

None.

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Item 6.    [Reserved.].

Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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References to the “Company,” “our,” “us” or “we” refer to HPX Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” and elsewhere in this Annual Report on Form 10-K.

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Overview

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We are a blank check company incorporated in the Cayman Islands on March 20, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses.

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Recent Developments

On the Closing Date, the Company consummated the previously announced business combination pursuant to the Business Combination Agreement, by and among the Company, AMBI, Merger Sub, Emergencia, and Ambipar.

Pursuant to the Business Combination Agreement, one business day before the Closing Date, Ambipar contributed all of the issued and outstanding equity of Emergencia into Merger Sub in exchange for the newly issued Merger Sub Ordinary Shares. On the Closing Date, (i) the Company merged with and into AMBI, with AMBI as the surviving entity and (ii) immediately following the First Merger, Merger Sub merged with and into AMBI, with AMBI as the surviving entity and holding all of the issued and outstanding equity of Emergencia.

As part of the Business Combination, at the First Effective Time: (i) each issued and outstanding Class A Ordinary Share was canceled and converted into the right to receive one Class A ordinary share, par value $0.0001 per share, of AMBI (the “AMBI Class A Ordinary Shares”); (ii) each issued and outstanding whole warrant to purchase the Class A Ordinary Shares was converted into one warrant to purchase one AMBI Class A Ordinary Share at an exercise price of $11.50 per share (the “Warrants”), subject to the same terms and conditions existing prior to such conversion, and (iii) each outstanding and unvested restricted stock unit in respect of Class A Ordinary Shares was converted into a restricted stock unit settled in AMBI Class A Ordinary Shares, subject to the same terms and conditions as were applicable to such restricted stock units of the Company as of immediately prior to the First Effective Time.

Additionally, at the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share was cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of Class B ordinary shares of AMBI, par value $0.0001 per share, which carry voting rights in the form of 10 votes per share of AMBI (the “AMBI Class B Ordinary Shares” and, together with AMBI Class A Ordinary Shares, the “AMBI Ordinary Shares”), as determined in accordance with the per share consideration set forth in the Business Combination Agreement; provided that the number of AMBI Class B Ordinary Shares issued to Ambipar was adjusted downwards by $3,572,446, which is the amount corresponding, at one share for every $10.00, to the transaction expenses incurred by Emergencia in excess of $9,500,000 not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement.

The Business Combination was unanimously approved by the Company’s board of directors and was approved at the extraordinary general meeting of the Company’s shareholders held on February 28, 2023 (the “Extraordinary General Meeting”).

On March 3, 2023, the NYSE American filed a Form 25 (Notification of Removal from Listing) with the SEC relating to the delisting of our units, Class A common stock and warrants. As a result, our units, Class A common stock and warrants are no longer listed on the NYSE American. On March 16, 2023, we filed a Form 15 certifying the deregistration of our units, warrants and Class A common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspension of our duty to file reports under Sections 13 and 15(d) of the Exchange Act. The Company’s reporting obligations under Section 15(d) of the Exchange Act have been suspended.

Results of Operations

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We have neither engaged in any operations nor generated any operating revenues to date. Our only activities through December 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, the search for a target company for a Business Combination, the signing of the Business Combination Agreement and in connection with the preparation of the consummation of the Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of earnings from the cash and marketable securities held in the Trust Account and gain (loss) from changes in the fair values of warrant liabilities and PIPE derivative liability. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

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For the year ended December 31, 2022, we had a net loss of $3,425,810, which consisted of operating costs of $6,633,923 and change in fair value of PIPE derivative liability of $61,363, partially offset by a change in fair value of warrant liabilities of $2,278,476, interest income on marketable securities held in the Trust Account of $694,357 and other income of $296,643.  

For the year ended December 31, 2021, we had a net income of $9,394,728, which consisted of a change in fair value of warrant liabilities of $10,533,024, interest income from the operating bank account of $89, and interest income on marketable securities held in the Trust Account of $25,305, partially offset by operating costs of $1,163,690.

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Liquidity and Capital Resources

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On July 20, 2020, we consummated the Initial Public Offering of 25,300,000 Units, inclusive of the underwriter’s election to fully exercise its option to purchase an additional 3,300,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,060,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant generating gross proceeds of $7,060,000.

Following the Initial Public Offering, the exercise of the over-allotment option in full and the sale of the Private Placement Warrants, a total of $253,000,000 was placed in the Trust Account. We incurred $14,528,328 in transaction costs, including $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $613,328 of other costs.

For the year ended December 31, 2022, net cash used in operating activities was $1,255,404. Net loss of $3,425,810 was affected by interest income on marketable securities of $694,357, a change in fair value of warrant liabilities of $2,278,476, a change in fair value of PIPE derivative liability of $61,363 and other income of $296,643. Changes in operating assets and liabilities provided $5,378,519 of cash from operating activities, due primarily to an increase in deferred legal fees.

For the year ended December 31, 2021, net cash used in operating activities was $582,258. Net income of $9,394,728 was affected by interest income on marketable securities of $25,305 and a change in fair value of warrant liabilities of $10,533,024. Changes in operating assets and liabilities provided $581,343 of cash from operating activities due primarily to an increase in accounts payable and accrued expenses.

At December 31, 2022, we had cash held in the Trust Account of $21,905,597. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At December 31, 2022, we had cash of $199,388 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022, there were no amounts drawn.

On August 11, 2021, the Sponsor committed to provide the Company an aggregate of $150,000 in loans for working capital purposes. On February 21, 2022, the Sponsor committed to provide the Company with an additional $755,000 in loans for working capital purposes, bring the total commitment amount to $905,000. On June 24, 2022, the Sponsor loaned to the Company an aggregate of $700,000 for working capital purposes. On November 30, 2022, the Sponsor loaned to the Company an additional aggregate of $205,000 for working capital purposes.

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On January 17, 2023, under the terms of an additional promissory note entered into between the Company and the Sponsor on the same date, pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000, the Sponsor loaned to the Company an additional $410,000 for working capital purposes, bringing the total commitment amount to $1,315,000. These loans were evidenced by two promissory notes which were non-interest bearing and payable upon the consummation by the Company of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants. As of December 31, 2022, $905,000 were outstanding under such loan.

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The outstanding amount as of December 31, 2022 and the additional amounts incurred in January 17, 2023, were substantially forgiven, and the balance repaid, on the Closing Date. In March 2023, a total of $121,650 was repaid on the working capital loans and $1,168,548 was forgiven by the Sponsor. See “Item 13. Certain Relationships And Related Party Transactions— Debt Forgiveness Agreement.”

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Off-Balance Sheet Financing Arrangements

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We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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Contractual Obligations

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We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, administrative and support services, provided to the Company. We began incurring these fees on July 16, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

We have arrangements with a consultant to provide services to us relating to market and industry analyses, assistance with due diligence, and financial modeling and valuation of a potential targets. We agreed to pay the service provider a fee of 6,600 BRL per month (approximately $1,200 per month). The agreement is for a fixed term of 24 months and terminated on September 15, 2022.

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Critical Accounting Policies and Estimates

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The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

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Warrant Liabilities

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We account for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation. For periods subsequent to the detachment of the Public Warrants from the Units on September 8, 2020, the Public Warrant quoted market price was used as the fair value as of each relevant date.

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Derivative Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The PIPE derivative liability as a result of the Downside Protection Agreement signed by the Sponsor with PIPE Investors and the Non-Redeeming Shareholders meets the criteria for derivative liability classification. As such, the PIPE derivative liability is recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the PIPE derivative liability are recognized as a non-cash gain or loss in the statements of operations. The fair value of the PIPE derivative liability is discussed in Note 9 of our financial statements included in this Annual Report.

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Class A Ordinary Shares Subject to Redemption
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We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheet.

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Net Income (Loss) Per Ordinary Share

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The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

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Item 7.A. Quantitative and Qualitative Disclosures About Market Risk.

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Not required for smaller reporting companies.

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Item 8.    Financial Statements and Supplementary Data

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This information appears following Item 15 of this Annual Report and is included herein by reference.

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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None.

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Item 9.A. Controls and Procedures.

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Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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Evaluation of Disclosure Controls and Procedures

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As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weaknesses in our internal control over financial reporting related to (1) the Company’s accounting for complex financial instruments and (2) the lack of effective segregation of duties within cash management procedures.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments and determined that the processes to identify and appropriately apply applicable accounting requirements were not adequate. In addition, Management has identified a material weakness in internal controls related to the Company’s controls as of December 31, 2022, that allowed the CEO/CFO to both initiate and finalize check disbursements and wire transactions without the mandated review and authorization from a separate independent individual before the execution of such payments. This represents a departure from best practices that advocate for a dual-approval process to ensure the integrity of financial transactions.

Subsequent to the Closing, the internal control structure of the Company ceased to be in operation.

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Management’s Annual Report on Internal Controls Over Financial Reporting

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As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022.

Subsequent to the Closing, the internal control structure of the Company ceased to be in operation.

We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

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Changes in Internal Control over Financial Reporting

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Except as disclosed above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of the fiscal year ended December 31, 2022, covered by this Annual Report on Form 10-K, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 9.B. Other Information.

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None.

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Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

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Not applicable.

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PART III.

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Item 10.   Directors, Executive Officers and Corporate Governance.

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As of December 31, 2022 and until the Closing our directors and officers were as follows:

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Carlos Piani was our Chief Executive Officer and Chief Financial Officer and a director since our inception until the Closing. Following the Closing, Mr. Piani became a member of the board of directors of AMBI. Mr. Piani has over 20 years of investment and operational experience and a depth of investment and mergers and acquisitions experience in a wide range of industries. Mr. Piani is currently the Chairman of Equatorial Energia S.A. (SAO: EQTL3), a Brazilian utilities company, Chairman of Brasil Brokers Participacoes S.A. (SAO: BBRK3), a Brazilian real estate company, and serves on the board of directors of Vibra S.A., previously known as Petrobras Distribuidora S.A. (SAO: VBBR3), Brazil’s largest fuel distribution company. Mr. Piani served as Head of Strategic Initiatives and Mergers & Acquisitions in 2019 at Kraft Heinz and Zone President of Kraft Heinz Canada from 2015 to 2018. Prior to joining Kraft Heinz, Mr. Piani served as Chief Executive Officer of PDG Realty S.A. Empreendimentos e Participacoes (SAO: PDGR3), a real estate company, from August 2012 to August 2015. Previously, he served as Co-Head of Private Equity of Vinci Partners, an independent asset management firm, from April 2010 to August 2012, as Chief Executive Officer of CEMAR, an electricity distribution company in Brazil, from March 2006 to April 2010, and as Chief Executive Officer of Equatorial Energia S.A., CEMAR’s controlling shareholder, from March 2007 to April 2010. From 1998 to 2004, Mr. Piani served at Banco Pactual S.A. (now known as BTG Pactual S.A.), initially as an investment banking analyst and later as an Associate Partner of the Principal Investment Group, where he managed a multi-million dollar venture capital fund focused on Brazilian technology companies. Mr. Piani has a degree in computer science from PUC/RJ and a bachelor’s degree in business from IBMEC/ RJ. He has also completed the Owner and President Management Program at Harvard Business School and is a Chartered Financial Analyst by CFA Institute.

Mr. Piani’s extensive experience in managing and operating public and private companies of varying size and complexity across many industries in Brazil, and his extensive experience in the areas of finance, strategy and mergers and acquisitions enabled him to provide valuable expertise to us.

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Bernardo Hees served as Co-Chairman of our board of directors since July 2020 until the Closing. Mr. Hees served as a partner of 3G, a private equity firm, from 2010 to 2019 and was responsible for leading some of 3G’s most iconic investments. Until stepping down in June 2019, Mr. Hees served as the Chief Executive Officer of Kraft Heinz (NYSE: KHC), one of the largest manufacturers and marketers of consumer branded food products in the world. Mr. Hees became Chief Executive Officer of Kraft Heinz upon the closing of the merger of Kraft with Heinz in 2015, where he served as Chief Executive Officer since June 2013. Prior to this, Mr. Hees served as Chief Executive Officer of Burger King, a global fast food restaurant chain, from November 2010 to June 2013, upon 3G’s approximately $4.0 billion acquisition of Burger King Holdings (formerly NYSE: BKC). Mr. Hees also served as the Chief Executive Officer of America Latina Logistics (SAO: RAIL3), a Brazilian logistics company, from January 2005 to September 2010 (now known as Rumo S.A.). Mr. Hees is currently the Chairman of the Board and Chair of the Board’s Executive Committee of Avis Budget Group, Inc. (Nasdaq: CAR), a leading global provider of mobility and car rental solutions through its Avis and Budget brands. Mr. Hees has served on the board of directors of Bunge Ltd. (NYSE: BG), an agribusiness and food company, since December 2019. Mr. Hees received his bachelor’s degree from Pontifícia Universidade Católica do Rio de Janeiro and his MBA from the University of Warwick and he completed the Owner and President Management Program at Harvard Business School.

Additionally, among the reasons for his appointment as a director, Mr. Hees’s financial, business and operational experience, as well as the experience that he has accumulated through his activities as an executive and investor, added strategic vision to the board of directors to assist with our ultimate Business Combination transaction.

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Rodrigo Xavier served as Co-Chairman of our board of directors since July 2020 until the Closing. From 2014 to 2017, Mr. Xavier served as Chief Executive Officer and Chairman of the board of directors of Bank of America Merrill Lynch Brazil. Prior to this, from 2009 to 2013, he was a Founding Partner and member of the Executive Committee of Vinci Partners. Mr. Xavier joined Banco Pactual in 1993, where he became a senior partner and executive committee member. He later served as Chief Executive Officer of UBS Pactual from 2008 to 2009. In 2018, Mr. Xavier became a fellow at Stanford’s Distinguished Career Institute (“DCI”) and has since become an investor board member and adviser at DCI in the topics of digital transformation, innovation, technology and social entrepreneurship. Mr. Xavier received his bachelor’s degree in Economics from Universidade de Brasilia and completed his post-graduate studies in International Economics from Tohoku and Fukushima Universities in Japan. He also has a master’s degree in International Management from the American Graduate School of International Management (Thunderbird), USA.

Mr. Xavier’s significant financial experience, particularly in management and senior executive roles at large financial institutions made him a valuable member of our board of directors.

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Marcos Peigo served as a director since July 2020 until the Closing. Mr. Peigo has served as an Operating Partner of Digital Colony, a global investment firm, and Chief Executive Officer and Board Member of Scala, the Latin American hyperscale data center platform of Digital Colony, since April 2020. Prior to this, Mr. Peigo was Vice President of Value Creation at IBM Latin America from 2018 to April 2020, and before that was the Chief Operating Officer at UOL Diveo Tecnologia Ltda. from 2012 to 2017. From 2004 to 2013, Mr. Peigo served as the Chief Executive Officer of Solvo Serviços de Informática S.A and from 2002 to 2007, he served as a Board Member of Automatos International Ltd. In 2014, Mr. Peigo founded Lemniscata Ventures, a privately held advisory and investment firm. Mr. Peigo studied Electrical Engineering and Economics at Pontificia Universidade Catolica de Sao Paulo.

Mr. Peigo’s significant experience in the technology and infrastructure-focused sector in Brazil gave our board of directors increased insight into broader industries when considering target business for our initial Business Combination.

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Wolney Edirley Goncalves Betiol served as a director since July 2021 until the Closing. Mr. Betiol is an entrepreneur, an investor, and a business leader with more than 30 years in technology industry. In 1990, he co-founded Bematech, which became one of the largest Brazilian companies focused on retail automation solutions, took the company public in 2007 and led the process of merging the company with Totvs, one of the largest IT companies in Latin America in 2015. Also in 2015, Mr. Betiol founded Synapse Venture Capital, a global investment firm focused on investing in innovative companies and venture capital funds, strengthening the ties between Silicon Valley and Brazil. Mr. Betiol holds an Electrical and Electronic Engineer degree from Cefet/PR. Mr. Betiol also has a master’s degree in Computer Science from UTFPr an MBA from Fundação Getulio Vargas.

Mr. Betiol’s significant experience as business technology industry of Brazil made him a valuable member of our board of directors.

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Rafael Salvador Grisolia served as a director since July 2021 until the Closing. Mr. Grisolia is a senior executive with over 20 years of experience in high leadership positions or as an executive officer in large Brazilian companies. He was most recently the Chief Executive Officer of BR Distribuidora S.A., from 2019 to January 2021, and prior to that served as CFO and IRO of Petroleo Brasileiro S.A. since 2018. He was CFO and IRO of Petrobras Distribuidora S.A. from 2017 to 2018 and CFO and IRO of InBrands S.A. from 2013 to 2017. Prior to this, he was an executive officer of many large Brazilian companies, including Cosan, Cremer Group, Trigo Group and Esso (ExxonMobil). Mr. Grisolia has extensive experience in successfully coordinating privatization processes, turnarounds, M&A’s and IPO’s for large and well-known Brazilian companies. He was certified by IBGC (Brazilian Institute of Corporate Governance), having participated in the Board of Directors of PDG Realty, a Brazilian real estate developer and IBP, the Brazilian Institute of Oil & Gas.

Mr. Grisolia’s extensive experience as an executive officer coordinating Brazilian M&A transactions made him a valuable member of our board of directors.

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Salete Pinheiro has served as a director since July 2020 until the Closing. Ms. Pinheiro has been a member of the Fiscal Board of BR Distribuidora S.A. and Jereissati Participações S.A. (each a public company) from September 2019 and August 2020, respectively, to the present. Ms. Pinheiro has also been the Coordinator of the Audit Committee of HDI Seguros S.A. and Icatu Seguros S.A. (each an insurance company) and member of Banco Nacional de Desenvolvimento Econômico e Social - BNDES from 2020 to the present. Ms. Pinheiro also worked for PricewaterhouseCoopers from 1979 to 2018, including 23 years as an Audit Partner. Ms. Pinheiro holds a bachelor’s degree in Accounting and obtained her MBA from IBMEC.

Ms. Pinheiro’s significant experience serving as an auditor for companies across many decades in a diverse array of industries in Brazil made her a valuable member of our board of directors.

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Number, Terms of Office and Appointment of Directors and Officers

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Our board of directors consists of seven members. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares.

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Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman (or Co-Chairmen, if applicable), a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

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Committees of the Board of Directors

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As of December 31, 2022 and until the Closing, our board of directors had three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Each of our audit committee, compensation committee and the nominating and corporate governance committee are composed solely of independent directors. Each committee operates under a charter that was approved by our board of directors and has the composition and responsibilities described below.

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Audit Committee

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As of December 31, 2022 and until the Closing the members of our audit committee were Salete Pinheiro, Rafael Salvador Grisolia and Marcos Peigo. Salete Pinheiro served as chairman of the audit committee.

Each member of the audit committee was financially literate and our board of directors has determined that Salete Pinheiro qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The audit committee’s duties, which were specified in our audit committee charter, included, but were not limited to:

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Compensation Committee

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As of December 31, 2022 and until the Closing, the members of our compensation committee were Wolney Betiol, Marcos Peigo and Salete Pinheiro. Marcos Betiol served as chairman of the compensation committee.

The compensation committee’s duties included, but were not limited to:

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Nominating and Corporate Governance Committee

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As of December 31, 2022 and until the Closing the members of our nominating and corporate governance committee were Marcos Peigo, Rafael Salvador Grisolia and Wolney Betiol. Marcos Peigo served as chair of the nominating and corporate governance committee.

The nominating and corporate governance committee’s duties included, but were not limited to:

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Code of Ethics

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Prior to Closing, we maintained a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. We have also filed a copy of our form of our Code of Ethics as an exhibit to this Annual Report. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

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Conflicts of Interest

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Under Cayman Islands law, directors and officers owe the following fiduciary duties:

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In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and the general knowledge, skill and experience which that director has.

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As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

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Item 11.   Executive Compensation.

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None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities were listed on the NYSE through the Closing, we paid our Sponsor a total of $10,000 per month for office space, administrative and support services. Our Sponsor, directors and officers, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee reviews on a quarterly basis all payments that are made by us to our Sponsor, directors, officers or our or any of their respective affiliates. On June 25, 2020, our Sponsor transferred 20,000 Founder Shares to each of our independent directors at their original per-share purchase price.

We were not party to any agreements with our directors and officers that provide for benefits upon termination of employment.

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Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

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The following table sets forth information regarding the beneficial ownership of our ordinary shares available to us at December 31, 2022 by:

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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of December 31, 2022.

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Item 13.   Certain Relationships And Related Party Transactions.

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Founder Shares

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On April 8, 2020, the Sponsor purchased 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $25,000. On June 25, 2020, the Sponsor transferred 20,000 Founder Shares to each of its independent directors at their original per-share purchase price. On July 15, 2020, the Company effected a share capitalization resulting in the initial shareholders holding an aggregate of 6,325,000 Founder Shares. All share and per-share amounts have been retroactively rested to reflect the share capitalization. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised, so that the Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option on July 16, 2020, no Founder Shares are currently subject to forfeiture.

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On July 23, 2021, Marco Kheirallah and Wolney Betiol entered into a Securities Assignment Agreement, whereby Mr. Kheirallah transferred and assigned 20,000 Founder Shares to Mr. Betiol. On July 23, 2021, Rafael Grisolia entered into a Director Restricted Stock Unit Award Agreement with the Company providing for the grant of 20,000 restricted stock units (“RSUs”) to Mr. Grisolia, which RSUs will vest upon the consummation of the Company’s initial Business Combination and represent 20,000 Class A ordinary shares of the Company. Other than as described above, Mr. Betiol and Mr.Grisolia will not be compensated by the Company for their services as directors and they have not entered into an employment agreement with the Company.

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The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

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Private Placement Warrants

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Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,060,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant from the Company in a Private Placement, for an aggregate purchase price of $7,060,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or any Extension Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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If we do not complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of our Public Shares, subject to the requirements of applicable law, and the Private Placement Warrants will expire worthless.

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Registration Rights

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Pursuant to a registration rights agreement entered into on July 15, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A Ordinary Shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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Concurrently with the execution of the Business Combination Agreement the Company entered into the Investor Rights Agreement, which became effective as of the Closing and amended and restated in its entirety the Company’s existing Registration Rights Agreement.

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Related Party Notes

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In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. As of December 31, 2022, 2021 and 2020, there were no amounts outstanding under the Working Capital Loans.

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Administrative Services Agreement

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The Company entered into an agreement whereby, commencing on July 16, 2020, the Company will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2022 and 2021, there was $295,000 and $175,000, respectively, of such fees included within accrued expenses in the accompanying balance sheets. In January and February 2023, the Company accrued additional fees in the amount of $20,000, bringing the total fees to $315,000. At the Closing, the entire outstanding amount owed under the Administrative Services Agreement was forgiven pursuant to the terms of the Debt Forgiveness Agreement (as defined below). See “— Debt Forgiveness Agreement.”.

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Advances

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The Sponsor advanced the Company an aggregate of $10,000 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. The outstanding advances of $10,000 were repaid in full on June 25, 2020.

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Promissory Notes

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On April 8, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid in full at the closing of the Initial Public Offering on July 20, 2020.

On August 11, 2021, the Sponsor committed to provide us an aggregate of $150,000 in loans. On February 21, 2022, the Sponsor committed to provide us with an additional $755,000 in loans. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants. If we do not consummate a business combination, all amounts loaned to us in connection with these loans will be forgiven except to the extent that we have funds available to it outside of the Trust Account.

On August 11, 2021, the Sponsor committed to provide the Company an aggregate of $150,000 in loans for working capital purposes. On February 21, 2022, the Sponsor committed to provide the Company with an additional $755,000 in loans for working capital purposes, bring the total commitment amount to $905,000. On June 24, 2022, the Sponsor loaned to the Company an aggregate of $700,000 for working capital purposes. On November 30, 2022, the Sponsor loaned to the Company an additional aggregate of $205,000 for working capital purposes. On January 17, 2023, under the terms of an additional promissory note entered into between the Company and the Sponsor on the same date, pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000, the Sponsor loaned to the Company an additional $410,000 for working capital purposes, bringing the total commitment amount to $1,315,000. These loans were evidenced by two promissory notes (“Promissory Notes”) which were non-interest bearing and payable upon the consummation by the Company of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants. As of December 31, 2022, $905,000 were outstanding under such loan.

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The outstanding amount as of December 31, 2022 and the additional amounts incurred in January 17, 2023, were substantially forgiven, and the balance repaid, on the Closing Date. In March 2023, a total of $121,650 was repaid on the working capital loans and $1,168,548 was forgiven by the Sponsor. See “Item 13. Certain Relationships And Related Party Transactions— Debt Forgiveness Agreement.”

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Sponsor Letter Agreement

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Concurrently with the execution of the Business Combination Agreement, the Company, AMBI, Emergencia, the Sponsor and the Insiders have entered into the Sponsor Letter Agreement pursuant to which the parties thereto have agreed (i) to amend and restate in its entirety the current sponsor letter agreement dated as of July 15, 2020 by and among the Company, the Sponsor and the other parties thereto (ii) that the Sponsor and Insiders will not redeem any outstanding Founder Shares, in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which the Company is required to consummate its business combination, (iii) that the Sponsor and Insiders will be present for the relevant meeting and vote all of their Founder Shares in favor of the Business Combination Agreement, the transactions contemplated pursuant thereto and the other matters contemplated to be approved in the Business Combination Agreement, including an extension of the deadline by which the Company must complete its business combination (iv) that, prior to the Closing, the Sponsor and Insiders will not transfer any Founder Shares or the Company Private Placement Warrants except as permitted thereby, and (v) to give effect to the Sponsor Recapitalization (as detailed below), such that, immediately prior to the First Effective Time, there shall cease to be outstanding any the Class B Ordinary Shares. In addition, conditioned upon the consummation of the Merger, the Sponsor and Insiders waived certain anti-dilution protection provisions contained in the Existing Governing Documents.

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Immediately prior to consummation of the First Merger, the Sponsor and the Insiders transferred all of their right, title and interest in, to and under each of their 6,305,000 outstanding the Class B Ordinary Shares (6,245,000 of which were held by the Sponsor) and each of the 7,060,000 the Company Private Placement Warrants to purchase one the Company Class A Ordinary Share (all such the Company Private Placement Warrants were held by the Sponsor), and in exchange therefore, the Company issued (x) to the Sponsor 1,836,100 the Company Class A Ordinary Shares and 676,707 the Company Private Placement Warrants, each free and clear of liens, and (y) to each Insider a number of the Company Class A Ordinary Shares equal to the number of Founder Shares held by such Insider as of the date of the Sponsor Letter Agreement, each free and clear of liens (the “Sponsor Recapitalization”).

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Debt Forgiveness Agreement

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On the Closing Date, the Sponsor and the Company entered into a debt forgiveness agreement (the “Debt Forgiveness Agreement”) pursuant to which, effective as of Closing and immediately prior to the First Effective Time, the Sponsor irrevocably, unconditionally and for no payment waived, forgave, settled and extinguished an outstanding amount of approximately $1.5 million due by HPX to the Sponsor in connection with the Promissory Notes and the Administrative Services Agreement. The balance of $0.1 million due in connection with the Promissory Notes and the Administrative Services Agreement was repaid in full at Closing.

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Investor Rights Agreement

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Concurrently with the execution of the Business Combination Agreement, AMBI, the Sponsor, Ambipar, Opportunity Agro Fund and certain other shareholders of the Company have entered into an investor rights agreement, pursuant to which the Registration Rights Agreement will be amended and restated in its entirety, as of the Closing. As a result, certain holders of registrable securities will be able to make a written demand for registration under 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 $75,000,000, net of all underwriting discounts and commissions. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, AMBI shall not be required to conduct more than an aggregate total of eight underwritten offerings or an aggregate of four underwritten 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 AMBI subsequent to the Closing. AMBI has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective no later than the earlier of 60 days of the Closing if the SEC notifies AMBI that it will not “review” the registration statement or 90 days if the SEC notifies AMBI that it will “review” the registration statement.

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In addition, pursuant to the Investor Rights Agreement, signatories thereof agreed to certain transfer restrictions on their respective equity interests in AMBI, in the case of certain directors of the Company, 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 the following exceptions of permitted transfers (i) in the case of a transfer to a permitted transferee, if such AMBI shareholder provides written notice to AMBI or (ii) (A) if such AMBI shareholder is an individual, by virtue of laws of descent and distribution upon death of the individual, (B) if such AMBI shareholder is an individual, pursuant to a qualified domestic relations order, (C) pursuant to any liquidation, merger, share exchange or similar transaction (other than the Mergers) which results in all of AMBI’s shareholders having the right to exchange

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their AMBI Ordinary Shares or other equity securities of AMBI for cash, securities or other property; provided that in connection with any transfer of such securities pursuant to clause (ii) above, (x) such AMBI shareholder shall, and shall cause any such transferee of his, her or its Lock-Up Securities (as defined in the Investor Rights Agreement), to enter into a written agreement, in form and substance reasonably satisfactory to AMBI, agreeing to be bound by the Lock-up Agreement prior and as a condition to the occurrence of such transfer, and (y) that such transferee shall have no rights under the Investor Rights Agreement, unless they are a permitted transferee according to the terms of the Investor Rights Agreement, in which case, as a condition to such transfer, the transferee shall be required to become a party to the Investor Rights Agreement.

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Finally, pursuant to the Subscription Agreements with the PIPE Investors and the Cygnus Subscription Agreement with Cygnus Fund Icon, as the case may be, we have agreed that we will:

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Item 14.   Principal Accountant Fees and Services.

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The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered in connection with the Initial Public Offering, the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2022 and 2021 totaled $280,418 and $94,760 respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

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Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the years ended December 31, 2022, December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020.

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Tax Fees. We did not pay Marcum for tax planning and tax advice for the years ended December 31, 2022, December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020.

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All Other Fees. We did not pay Marcum for other services for the years ended December 31, 2022, December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020.

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Pre-Approval Policy

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Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

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PART IV.

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Item 15.   Exhibits, Financial Statement Schedules.

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HPX CORP.

INDEX TO FINANCIAL STATEMENTS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Those Charged with Governance of HPX Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of HPX Corp. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/S/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY

July 26, 2023

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F-1

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HPX CORP.

BALANCE SHEETS

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The accompanying notes are an integral part of the financial statements.

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F-2

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HPX CORP.

STATEMENTS OF OPERATIONS

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The accompanying notes are an integral part of the financial statements.

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F-3

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HPX CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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The accompanying notes are an integral part of the financial statements.

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HPX CORP.

STATEMENTS OF CASH FLOWS

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The accompanying notes are an integral part of the financial statements.

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F-5

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HPX Corp.

Notes to Consolidated Financial Statements

F-6

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HPX Corp.

Notes to Consolidated Financial Statements

F-7

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HPX Corp.

Notes to Consolidated Financial Statements

F-8

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HPX Corp.

Notes to Consolidated Financial Statements

F-9

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HPX Corp.

Notes to Consolidated Financial Statements

F-10

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HPX Corp.

Notes to Consolidated Financial Statements

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F-11

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HPX Corp.

Notes to Consolidated Financial Statements

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HPX Corp.

Notes to Consolidated Financial Statements

F-13

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HPX Corp.

Notes to Consolidated Financial Statements

F-14

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HPX Corp.

Notes to Consolidated Financial Statements