UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HPX Corp.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
G32219118
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of
that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)
CUSIP No. G32219118
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1.
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NAMES OF REPORTING PERSONS
Sharp Capital Gestora de Recursos Ltda.
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12.
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TYPE OF REPORTING PERSON
CO
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CUSIP No. G32219118
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1.
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NAMES OF REPORTING PERSONS
Ivan Guetta
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP No. G32219118
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1.
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NAMES OF REPORTING PERSONS
SHP Fund SPC - Long Short Segregated Portfolio
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12.
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G32219118
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1.
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NAMES OF REPORTING PERSONS
SHP Fund SPC - Value Segregated Portfolio
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12.
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G32219118
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1.
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NAMES OF REPORTING PERSONS
SHP Fund SPC - Long Biased Segregated Portfolio
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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|||||
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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||||
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3.
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SEC USE ONLY
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||||
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5.
|
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
0
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|||
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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||||
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12.
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TYPE OF REPORTING PERSON
OO
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Item 1.
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(a)
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Name of Issuer
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| HPX Corp. |
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(b)
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Address of Issuer’s Principal Executive Offices
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1000 N. West Street, Suite 1200
Wilmington, Delaware 19801
United States
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Item 2.
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(a)
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Name of Person Filing
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This schedule is filed on behalf of
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i.
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Sharp Capital Gestora de Recursos Ltda.;
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ii.
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Ivan Guetta;
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iii.
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SHP Fund SPC - Long Short Segregated Portfolio;
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iv.
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SHP Fund SPC - Value Segregated Portfolio; and
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v.
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SHP Fund SPC - Long Biased Segregated Portfolio
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(b)
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Address of Principal Business Office or, if None, Residence
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Each has a principal business address of:
Borges de Medeiros Avenue, Number 633, Office Number 202
Rio de Janeiro, 22430-041
Brazil
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(c)
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Citizenship
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| Each in Brazil |
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(d)
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Title of Class of Securities
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| Class A Ordinary Shares |
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(e)
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CUSIP Number
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| G32219118 |
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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If this statement is filed pursuant to Rule 13d-1(c), check this box ☒
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Item 4.
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Ownership.
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The information required by Items 4(a)-(c), as of the date hereof is 0% for each reporting person.
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Item 5.
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Ownership of Five Percent or Less of Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following: ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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By:
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SHARP CAPITAL GESTORA DE RECURSOS LTDA.
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By:
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/s/ Ivan Guetta
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Name:
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Ivan Guetta
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Title:
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CIO/CEO
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Date:
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February 2, 2023
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By:
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IVAN GUETTA
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By:
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/s/ Ivan Guetta
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Name:
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Ivan Guetta
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Date:
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February 2, 2023
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By:
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SHP FUND SPC - LONG SHORT SEGREGATED PORTFOLIO
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By:
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/s/ Ivan Guetta
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Name:
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Ivan Guetta
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Title:
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CIO/CEO
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Date:
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February 2, 2023
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By:
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SHP FUND SPC - VALUE SEGREGATED PORTFOLIO
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By:
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/s/ Ivan Guetta
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Name:
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Ivan Guetta
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Title:
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CIO/CEO
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Date:
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February 2, 2023
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By:
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SHP FUND SPC - LONG BIASED SEGREGATED PORTFOLIO
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By:
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/s/ Ivan Guetta
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Name:
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Ivan Guetta
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Title:
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CIO/CEO
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Date:
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February 2, 2023
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