SEC Form 3 filed by new insider Opportunity Private Equity Gestora De Recursos Ltda.
$AMBI
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| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Ambipar Emergency Response [ AMBI ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Ordinary Shares(1) | 11,810,000 | I | See Footnotes(1)(2) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants(1) | (3) | 03/03/2028 | Class A Ordinary Shares(1)(3) | 2,280,000 | $11.5(3) | I | See Footnotes(1)(2) |
| Explanation of Responses: |
| 1. The filing of this Form 3 shall not be construed as an admission that Opportunity Private Equity Gestora de Recursos Ltda. ("OPEG") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares"), of Ambipar Emergency Response (the "Issuer"), or (ii) Warrants of the Issuer ("Warrants") exercisable for Class A Ordinary Shares. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, OPEG disclaims such beneficial ownership, except to the extent of its pecuniary interest. |
| 2. OPEG is the investment manager of Opportunity Dinamico Fundo de Investimento em Participacoes Multiestrategia Responsabilidade Limitada (the "Fund"), which is the direct beneficial owner of 11,810,000 Ordinary Shares and 2,280,000 Warrants. OPEG, although it directs the voting and disposition of the Ordinary Shares and Warrants held by the Fund, only receives an asset-based fee and performance fee relating to such securities. |
| 3. Pursuant to the Warrant Agreement dated July 15, 2020, and the Form 20-F of the Issuer filed with the Securities and Exchange commission on June 24, 2025, each Warrant (i) is exercisable into one Ordinary Share at a price of $11.50, subject to adjustment as specified therein, during the period described therein and (ii) expires on March 3, 2028. |
| Remarks: |
| Victor B. Almeida, a Partner holding less than 10% of OPEG, serves as a member of the board of directors of the Issuer as the representative of OPEG. In connection therewith, OPEG may be deemed to be a director by deputization of the Issuer solely for purposes of Section 16(a) of the Exchange Act. As a result, OPEG is listed as a "Reporting Person" in Item 1 and the "Director" box is marked in Item 4 of this Form 3. |
| Opportunity Private Equity Gestora de Recursos Ltda., By: /s/ Leonardo Guimaraes Pinto, Director | 03/18/2026 | |
| Opportunity Private Equity Gestora de Recursos Ltda., By: /s/ Maria Amalia Delfim de Melo Coutrim, Director | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||