Основная статистика
| CIK | 1809353 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to HPX Corp. Units, each consisting of one Class A ordinary share and one-half of one redeemable warran
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39382 |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39382 HPX CORP. (Exact name of registrant as specified in its charter) 1 |
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| March 6, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 17, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 28, 2023 |
Exhibit 99.1 HPX Corp. Shareholders Approve Proposed Merger Transaction with Emergência Participações S.A. Transaction Expected to Close on March 3, 2023 New York, NY and São Paulo, Brazil – February 28, 2023 – HPX Corp. (NYSE American: HPX), a special purpose acquisition company (“SPAC”) focused on Brazil, today announced that HPX’s shareholders voted to approve its proposed business combination |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 HPX CORP. |
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| February 28, 2023 |
Exhibit 99.1 HPX Corp. Shareholders Approve Proposed Merger Transaction with Emergência Participações S.A. Transaction Expected to Close on March 3, 2023 New York, NY and São Paulo, Brazil – February 28, 2023 – HPX Corp. (NYSE American: HPX), a special purpose acquisition company (“SPAC”) focused on Brazil, today announced that HPX’s shareholders voted to approve its proposed business combination |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 HPX CORP. |
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| February 16, 2023 |
EX-99.1 2 hpxex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulat |
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| February 16, 2023 |
HPX / HPX Corp. / Meteora Capital, LLC - SC 13G Passive Investment SC 13G 1 hpx13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HPX Corp. (Name of Issuer) Class A Ordinary share, $0.0001 par value (Title of Class of Securities) G32219100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2023 |
HPX / HPX Corp. / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 HPX Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G32219100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 14, 2023 |
HPX / HPX Corp. / MIZUHO FINANCIAL GROUP INC - SCHEDULE 13G Passive Investment SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HPX Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G32219100 (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 |
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| February 14, 2023 |
HPX / HPX Corp. / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 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, par value $0.0001 per share (Title of Class of Securities) G32219100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 13, 2023 |
HPX / HPX Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d396994dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* HPX Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G32219100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check |
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| February 8, 2023 |
SC 13G/A 1 s60869414a.htm SCHEDULE 13G/A, AMENDMENT #1 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 appropri |
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| February 8, 2023 |
EX-99.1 2 s60869414b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behal |
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| February 3, 2023 |
Filed by Ambipar Emergency Response Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: HPX Corp. |
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| February 3, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| January 27, 2023 |
SC 13G 1 jrsc13g.htm SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* HPX Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) G32219118 (CUSIP Number) D |
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| January 17, 2023 |
Promissory Note dated January 17, 2023. Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 HPX CORP. |
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| December 16, 2022 |
Ambipar Announces Public Filing of Ambipar Emergency Response on the SEC Filed by Ambipar Emergency Response Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: HPX Corp. |
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| December 2, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2022 HPX CORP. |
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| November 30, 2022 |
Promissory Note dated June 24, 2022. Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| November 29, 2022 |
HPX Corp. Receives Expected Notice from the NYSE Regarding Delayed Filing of Quarterly Report Exhibit 99.1 HPX Corp. Receives Expected Notice from the NYSE Regarding Delayed Filing of Quarterly Report Wilmington, DE, November 29, 2022 - As disclosed in the Current Report on Form 8-K filed by HPX Corp. (the ?Company?) with the U.S. Securities and Exchange Commission (the ?SEC?) on July 7, 2022 (the ?Form 8-K), the Company entered into the Business Combination Agreement (as defined therein) |
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| November 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2022 HPX CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commissi |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39382 (Check One) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report o |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39382 HPX CORP. NEW YORK STOCK EXCHANGE (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 1000 N. West Street, |
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| November 10, 2022 |
Ambipar Announces Third Quarter of 2022 Results Filed by Ambipar Emergency Response Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: HPX Corp. |
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| November 4, 2022 |
Second Amendment to Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HPX CORP. HPX CORP. (the "Company") RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the following introducti |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2022 HPX CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commissio |
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| November 4, 2022 |
Amendment to Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HPX CORP. HPX CORP. (the "Company") RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the following introducti |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2022 HPX CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commissio |
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| November 4, 2022 |
Exhibit 10.1 AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Amendment") is made as of November 3, 2022, by and between HPX Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). Capitalized terms contained in this Amendment, b |
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| November 4, 2022 |
Exhibit 10.1 AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Amendment") is made as of November 3, 2022, by and between HPX Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). Capitalized terms contained in this Amendment, b |
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| October 26, 2022 |
Ambipar’s Announcement to the Market (free English translation from Portuguese) Filed by Ambipar Emergency Response Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: HPX Corp. |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 HPX CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commissio |
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| October 24, 2022 |
8-A12B 1 tm2228692d28a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 HPX CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commissio |
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| October 24, 2022 |
HPX Corp. Transfers Listing to NYSE American LLC Exhibit 99.1 HPX Corp. Transfers Listing to NYSE American LLC New York, NY and S?o Paulo, Brazil ? October 24th, 2022 ? HPX Corp. (?HPX?) (NYSE: HPX, HPX WS, HPX.U), a special purpose acquisition company, announced today that it will transfer its listing from The New York Stock Exchange to the NYSE American LLC (?NYSE American?), where it has been approved to list. HPX?s decision to transfer to th |
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| October 24, 2022 |
HPX Corp. Transfers Listing to NYSE American LLC Exhibit 99.1 HPX Corp. Transfers Listing to NYSE American LLC New York, NY and S?o Paulo, Brazil ? October 24th, 2022 ? HPX Corp. (?HPX?) (NYSE: HPX, HPX WS, HPX.U), a special purpose acquisition company, announced today that it will transfer its listing from The New York Stock Exchange to the NYSE American LLC (?NYSE American?), where it has been approved to list. HPX?s decision to transfer to th |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 HPX CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commissio |
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| October 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 3, 2022 |
Filed by Ambipar Emergency Response Filed by Ambipar Emergency Response Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: HPX Corp. |
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| September 30, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy |
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| September 15, 2022 |
Ambipar Announces Acquisition of Witt O'Brien's Filed by Ambipar Emergency Response Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: HPX Corp. |
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| September 15, 2022 |
Ambipar Market Announcement Clarifications About News Published by the Brazilian Media Filed by Ambipar Emergency Response Pursuant to Rule 425 of the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: HPX Corp. |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39382 |
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| August 12, 2022 |
Ambipar Group Announces Second Quarter of 2022 Results 425 1 tm2223287d1425.htm 425 Filed by Ambipar Emergency Response Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: HPX Corp. (SEC File No.: 001-39382) On August 11, 2022, Ambipar Empreendimentos e Participações S.A. announced its results for the second quarter of 2022. Excerpts of this announcement |
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| July 14, 2022 |
Amendment to Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HPX CORP. HPX CORP. (the "Company") RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the following introducti |
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| July 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2022 HPX CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 14, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Amendment") is made as of July 14, 2022, by and between HPX Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). Capitalized terms contained in this Amendment, but |
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| July 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2022 HPX CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 14, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Amendment") is made as of July 14, 2022, by and between HPX Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). Capitalized terms contained in this Amendment, but |
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| July 14, 2022 |
Amendment to Amended and Restated Memorandum and Articles of Association Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HPX CORP. HPX CORP. (the "Company") RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the following introducti |
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| July 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 (July 5, 2022) HPX CORP. |
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| July 7, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among AMBIPAR EMERGENCY RESPONSE, AMBIPAR MERGER SUB, EMERG?NCIA PARTICIPA??ES S.A., HPX CORP. and AMBIPAR PARTICIPA??ES E EMPREENDIMENTOS S.A. dated as of July 5, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1. Defined Terms 4 ARTICLE II THE PRE-CLOSING EXCHANGE AND THE MERGERS 2.1. The Pre-Closing Exchange 25 2.2. The PIP |
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| July 7, 2022 |
Form of Downside Protection Agreement Exhibit 10.11 EXECUTION VERSION DOWNSIDE PROTECTION AGREEMENT THIS DOWNSIDE PROTECTION AGREEMENT (this ?Agreement?) is made and entered into as of July 6, 2022, between (i) only for purposes of Sections 1, 3(e)(ii), 6(d), 7, 8 and 9 hereof, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), (ii) HPX Capital Partners LLC, a Delaw |
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| July 7, 2022 |
Exhibit 99.1 Leading Brazilian Environmental and Industrial Solutions Provider Ambipar Response to Become Publicly Traded on NYSE via SPAC Merger with HPX Corp. ? Ambipar Response is an independent division of Ambipar Group that provides environmental and industrial services to over 10 thousand customers across 16 countries, delivered through 216 service centers and by more than 2,200 employees as |
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| July 7, 2022 |
Form of Non-Redemption Agreement Exhibit 10.6 SHAREHOLDER NON-REDEMPTION AGREEMENT THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this ?Agreement?) is made and entered into as of July 5, 2022, between (i) HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), (ii) Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), and (iii |
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| July 7, 2022 |
Form of Investor Rights Agreement Exhibit 10.10 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this ?Agreement?) dated as of July 5, 2022, is made and entered into by and among Ambipar Emergency Response, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?), HPX Capital Partners LLC, a limited liability company organized under the laws of the State of Delaware (the ?Sponsor?), Ambipar Pa |
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| July 7, 2022 |
Ambipar and HPX Corp. Transaction July 2022 Exhibit 99.2 Ambipar and HPX Corp. Transaction July 2022 Disclaimer This presentation (this ?Presentation?) is provided for informational purposes only and has been prepared by Emerg?ncia Participa??es S.A. (the ?Company? or ?Ambipar Response?) and HPX Corp. (?HPX?) to assist interested parties in making their own evaluation wi th respect to a potential business combination between the Company and |
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| July 7, 2022 |
Form of Voting and Support Agreement Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?), dated as of July 5, 2022, is entered into by and among Ambipar Participa??es e Empreendimentos S.A., a corporation (sociedade an?nima) organized under the laws of the Federative Republic of Brazil (?Company Shareholder?), and HPX Corp., an exempted company incorporated under the laws o |
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| July 7, 2022 |
Form of Voting and Support Agreement Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?), dated as of July 5, 2022, is entered into by and among Ambipar Participa??es e Empreendimentos S.A., a corporation (sociedade an?nima) organized under the laws of the Federative Republic of Brazil (?Company Shareholder?), and HPX Corp., an exempted company incorporated under the laws o |
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| July 7, 2022 |
Ambipar and HPX Corp. Transaction July 2022 Exhibit 99.2 Ambipar and HPX Corp. Transaction July 2022 Disclaimer This presentation (this ?Presentation?) is provided for informational purposes only and has been prepared by Emerg?ncia Participa??es S.A. (the ?Company? or ?Ambipar Response?) and HPX Corp. (?HPX?) to assist interested parties in making their own evaluation wi th respect to a potential business combination between the Company and |
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| July 7, 2022 |
Form of Contribution Agreement Exhibit 10.2 EXECUTION VERSION CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this ?Agreement?) is made and entered into as of July 5, 2022 by and among (i) Ambipar Participa??es e Empreendimentos S.A., a corporation (sociedade an?nima) organized under the laws of the Federative Republic of Brazil, with its headquarters in the city of S?o Paulo, State of S?o Paulo, at Avenida Pacaembu, No. 1, |
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| July 7, 2022 |
Form of Cost Sharing Agreement* Exhibit 10.9 Cost Sharing Agreement This Cost Sharing Agreement (this ?Agreement?), dated as of [?] (the ?Effective Date?), is by and among Ambipar Participa??es e Empreendimentos S.A., a Brazilian corporation enrolled with the CNPJ/ME under No. 12.648.266/0001-24, with head offices at Av. Pacaembu No. 1088, room 09, Pacaembu, at the City and State of S?o Paulo, Zip Code 01234-000 (?Ambipar?), Eme |
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| July 7, 2022 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among AMBIPAR EMERGENCY RESPONSE, AMBIPAR MERGER SUB, EMERG?NCIA PARTICIPA??ES S.A., HPX CORP. and AMBIPAR PARTICIPA??ES E EMPREENDIMENTOS S.A. dated as of July 5, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1. Defined Terms 4 ARTICLE II THE PRE-CLOSING EXCHANGE AND THE MERGERS 2.1. The Pre-Closing Exchange 25 2.2. The PIP |
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| July 7, 2022 |
Form of XP Non-Redemption Agreement Exhibit 10.7 SHAREHOLDER NON-REDEMPTION AGREEMENT THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this ?Agreement?) is made and entered into as of July 5, 2022, between (i) HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), (ii) Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), and (iii |
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| July 7, 2022 |
Form of Opportunity PIPE Subscription Agreement Exhibit 10.4 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 5th day of July, 2022, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), and the u |
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| July 7, 2022 |
Form of Ambipar Subscription Agreement Exhibit 10.3 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 5th day of July, 2022, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), and the A |
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| July 7, 2022 |
Form of Contribution Agreement Exhibit 10.2 EXECUTION VERSION CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this ?Agreement?) is made and entered into as of July 5, 2022 by and among (i) Ambipar Participa??es e Empreendimentos S.A., a corporation (sociedade an?nima) organized under the laws of the Federative Republic of Brazil, with its headquarters in the city of S?o Paulo, State of S?o Paulo, at Avenida Pacaembu, No. 1, |
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| July 7, 2022 |
Form of Investor Rights Agreement Exhibit 10.10 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this ?Agreement?) dated as of July 5, 2022, is made and entered into by and among Ambipar Emergency Response, an exempted company incorporated under the laws of the Cayman Islands (the ?Company?), HPX Capital Partners LLC, a limited liability company organized under the laws of the State of Delaware (the ?Sponsor?), Ambipar Pa |
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| July 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 (July 5, 2022) HPX CORP. |
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| July 7, 2022 |
Form of Cost Sharing Agreement. Exhibit 10.9 Cost Sharing Agreement This Cost Sharing Agreement (this ?Agreement?), dated as of [?] (the ?Effective Date?), is by and among Ambipar Participa??es e Empreendimentos S.A., a Brazilian corporation enrolled with the CNPJ/ME under No. 12.648.266/0001-24, with head offices at Av. Pacaembu No. 1088, room 09, Pacaembu, at the City and State of S?o Paulo, Zip Code 01234-000 (?Ambipar?), Eme |
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| July 7, 2022 |
Form of Sponsor Letter Agreement Exhibit 10.8 July 5, 2022 HPX Corp. 1000 N. West Street, Suite 1200 Wilmington, Delaware 19801 Emerg?ncia Participa??es S.A. Avenida Ang?lica, n? 2346 5th floor, room 4, Consola??o, 01228-200, S?o Paulo - SP Brazil Ambipar Emergency Response Avenida Ang?lica, n? 2346 5th floor, room 4, Consola??o, 01228-200, S?o Paulo - SP Brazil Re: Sponsor Letter Agreement Ladies and Gentlemen: Reference is made |
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| July 7, 2022 |
Form of PIPE Subscription Agreement Exhibit 10.5 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this [?] day of July, 2022, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), and the u |
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| July 7, 2022 |
Form of Downside Protection Agreement Exhibit 10.11 EXECUTION VERSION DOWNSIDE PROTECTION AGREEMENT THIS DOWNSIDE PROTECTION AGREEMENT (this ?Agreement?) is made and entered into as of July 6, 2022, between (i) only for purposes of Sections 1, 3(e)(ii), 6(d), 7, 8 and 9 hereof, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), (ii) HPX Capital Partners LLC, a Delaw |
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| July 7, 2022 |
Exhibit 99.1 Leading Brazilian Environmental and Industrial Solutions Provider Ambipar Response to Become Publicly Traded on NYSE via SPAC Merger with HPX Corp. ? Ambipar Response is an independent division of Ambipar Group that provides environmental and industrial services to over 10 thousand customers across 16 countries, delivered through 216 service centers and by more than 2,200 employees as |
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| July 7, 2022 |
Form of Non-Redemption Agreement Exhibit 10.6 SHAREHOLDER NON-REDEMPTION AGREEMENT THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this ?Agreement?) is made and entered into as of July 5, 2022, between (i) HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), (ii) Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), and (iii |
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| July 7, 2022 |
Form of PIPE Subscription Agreement Exhibit 10.5 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this [?] day of July, 2022, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), and the u |
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| July 7, 2022 |
Form of Ambipar Subscription Agreement Exhibit 10.3 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 5th day of July, 2022, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), and the A |
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| July 7, 2022 |
Form of Sponsor Letter Agreement Exhibit 10.8 July 5, 2022 HPX Corp. 1000 N. West Street, Suite 1200 Wilmington, Delaware 19801 Emerg?ncia Participa??es S.A. Avenida Ang?lica, n? 2346 5th floor, room 4, Consola??o, 01228-200, S?o Paulo - SP Brazil Ambipar Emergency Response Avenida Ang?lica, n? 2346 5th floor, room 4, Consola??o, 01228-200, S?o Paulo - SP Brazil Re: Sponsor Letter Agreement Ladies and Gentlemen: Reference is made |
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| July 7, 2022 |
Form of XP Non-Redemption Agreement Exhibit 10.7 SHAREHOLDER NON-REDEMPTION AGREEMENT THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this ?Agreement?) is made and entered into as of July 5, 2022, between (i) HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), (ii) Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (?New PubCo?), and (iii |
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| July 7, 2022 |
Form of Opportunity PIPE Subscription Agreement Exhibit 10.4 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 5th day of July, 2022, by and among Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the ?Issuer?), HPX Corp., an exempted company incorporated with limited liability in the Cayman Islands (?HPX?), and the u |
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| July 1, 2022 |
DEF 14A 1 tm2217635-4def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2022 HPX CORP. |
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| June 28, 2022 |
Promissory Note dated June 24, 2022. Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| June 27, 2022 |
? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)? ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| June 24, 2022 |
Skadden, Arps, Slate, Meagher & Flom Av. Brigadeiro Faria Lima, 3311/7° andar 04.538-133 São Paulo - SP - Brazil TEL: +55 11 3708 1820 FAX: +55 11 3708 1845 www.skadden.com June 24, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: HPX Corp. Preliminary Proxy Statement on Schedule |
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| June 6, 2022 |
PRE 14A 1 tm2217635-1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Ru |
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| May 19, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3938 |
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| May 16, 2022 |
NT 10-Q 1 tm2211821d2nt10q.htm NT 10-Q SEC File Number 001-39382 CUSIP Number G32219 100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ |
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| April 14, 2022 |
Exhibit 10.13 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 23, 2021. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Wolney Edirley Gon?alves Betiol (?Indemnitee?). Whereas: (A) High |
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| April 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 14, 2022 |
? Exhibit 10.14 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 23, 2021. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the ?Company?); and (2) Rafael Salvador Grisolia (?Indemnitee?). Whereas: (A) Highly co |
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| March 31, 2022 |
SEC File Number 001-39382 CUSIP Number G32219 100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2022 |
HPX / HPX Corp. / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 hpx20211231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HPX Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G32219100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2022 |
HPX / HPX Corp. / PERISCOPE CAPITAL INC. - SCHEDULE 13G/A Passive Investment SC 13G/A 1 d252203dsc13ga.htm SCHEDULE 13G/A 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, par value $0.0001 per share (Title of Class of Securities) G32219100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) |
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| February 10, 2022 |
HPX / HPX Corp. / Sharp Capital Gestora de Recursos Ltda. - SCHEDULE 13G Passive Investment 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Name of Issuer) HPX Corp. (Title of Class of Securities) Class A Ordinary Shares, par value $0.0001 per share (“Class A |
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| February 10, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
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| February 3, 2022 |
HPX / HPX Corp. / Sculptor Capital LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HPX CORP. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G32219100 (CUSIP Number) January 27, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| December 22, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commission File |
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| November 18, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 15, 2021 |
SEC File Number 001-39382 CUSIP Number G32219 100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 13, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2021 HPX CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation or organizatio |
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| July 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39382 HPX CORP. (Exact |
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| July 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3938 |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2021 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction of incorporation) (Commission File Numb |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| May 28, 2021 |
HPX Corp. Receives Expected Notice from the NYSE Regarding Delayed Filing of Quarterly Report Exhibit 99.1 HPX Corp. Receives Expected Notice from the NYSE Regarding Delayed Filing of Quarterly Report Wilmington, DE, May 28, 2021 - On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (the ?SEC?) together issued a statement regarding the accounting and reporting considerations for warrants is |
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| May 18, 2021 |
SEC File Number 001-39382 CUSIP Number G32219 100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 23, 2021 |
Description of the Company’s Securities Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2020, HPX Corp. (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary shares, par value $0 |
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| March 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39382 HPX Corp. (Exact n |
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| March 23, 2021 |
Code of Ethics and Business Conduct of HPX Corp. Exhibit 14.01 CODE OF ETHICS AND BUSINESS CONDUCT OF HPX CORP. 1. Introduction The Board of Directors (the ?Board?) of HPX Corp. (the ?Company?) has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hired in the future) to: ? promote honest and ethi |
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| February 16, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HPX Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G32219100 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 16, 2021 |
Joint Filing Agreement (filed herewith). EXHIBIT 99.1 JOINT FILING AGREEMENT February 16, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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| February 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HPX Corp (Name of Issuer) Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (Title of Class of Securities) G32219118 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 16, 2021 |
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, $.0001 par value (Title of Class of Securities) G32219100 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 2, 2021 |
Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this “Agreement”) is made and entered into as of this 2nd day of February 2021, by and among HPX Capital Partners LLC, Bernardo Vieira Hees, Carlos Augusto Leone Piani and Rodrigo Guedes Xavier. |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 HPX Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G32219 100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| December 9, 2020 |
8-K 1 tm2037942d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2020 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction (Co |
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| October 30, 2020 |
10-Q 1 tm2032973d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| September 4, 2020 |
Exhibit 99.1 HPX Corp. Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing September 8, 2020 WILMINGTON, DE, September 4, 2020 — HPX Corp. (NYSE: HPX.U) (the “Company”) today announced that, commencing September 8, 2020, holders of the units sold in the Company’s initial public offering of 25,300,000 units completed on July 20, 2020, may elect to separa |
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| September 4, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 4, 2020 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 98-1550444 (State or other jurisdiction (Commission (I.R.S. Employer of inc |
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| August 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39382 HPX CORP. (Exact |
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| July 28, 2020 |
Joint Filing Agreement (filed herewith). EXHIBIT 99.1 JOINT FILING AGREEMENT July 28, 2020 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunde |
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| July 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HPX Corp. (Name of Issuer) Class A Common Stock, $.0001 par value (Title of Class of Securities) G32219118 (CUSIP Number) July 20, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| July 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HPX Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G32219118** (CUSIP Number) July 15, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| July 24, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2020 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 N/A (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) |
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| July 24, 2020 |
EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares, $0.0001 par value per share, of HPX Corp. (this “Agreement”), is being filed, |
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| July 24, 2020 |
HPX CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 HPX CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to the Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of HPX Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of HPX Corp. (the “Company”) as |
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| July 21, 2020 |
Indemnity Agreement, dated July 15, 2020, between the Company and Bernardo Hees. (1) Exhibit 10.7 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2020. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Bernardo Hees (“Indemnitee”). Whereas: (A) Highly competent person |
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| July 21, 2020 |
Amended and Restated Memorandum and Articles of Association of the Registrant Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman HPX Corp. (ROC #361160) (the "Company") TAKE NOTICE that by written resolution of the shareholders of the Company dated 15 July 2020, the following special resolution was passed: Adoption of Amended and Restated Memorandum and Articles of Association It is resolved as a special resolutio |
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| July 21, 2020 |
Indemnity Agreement, dated July 15, 2020, between the Company and Fabio Mourao. (1) Exhibit 10.10 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2020. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Fabio Mourao (“Indemnitee”). Whereas: (A) Highly competent person |
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| July 21, 2020 |
Indemnity Agreement, dated July 15, 2020, between the Company and Marcos Peigo. (1) Exhibit 10.9 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2020. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Marcos Peigo (“Indemnitee”). Whereas: (A) Highly competent persons |
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| July 21, 2020 |
Indemnity Agreement, dated July 15, 2020, between the Company and Carlos Piani. (1) Exhibit 10.6 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2020. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Carlos Augusto Leone Piani (“Indemnitee”). Whereas: (A) Highly com |
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| July 21, 2020 |
Administrative Services Agreement, dated July 15, 2020, between the Company and the Sponsor. (1) Exhibit 10.4 EXECUTION VERSION HPX Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 July 15, 2020 HPX Capital Partners LLC 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between HPX Corp. (the “Company”) and HPX Capital Partners LLC (the “Provider”), dated as |
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| July 21, 2020 |
HPX Corp. Announces Pricing of Upsized $220,000,000 Initial Public Offering Exhibit 99.1 FOR IMMEDIATE RELEASE HPX Corp. Announces Pricing of Upsized $220,000,000 Initial Public Offering WILMINGTON, DE, July 15, 2020 — HPX Corp. (the “Company”) announced today that it priced its initial public offering of 22,000,000 units at $10.00 per unit. The units will be listed on the New York Stock Exchange (the “NYSE”) and trade under the ticker symbol “HPX.U” beginning July 16, 20 |
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| July 21, 2020 |
Indemnity Agreement, dated July 15, 2020, between the Company and Salete Pinheiro. (1) Exhibit 10.12 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2020. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Salete Pinheiro (“Indemnitee”). Whereas: (A) Highly competent per |
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| July 21, 2020 |
Exhibit 10.1 EXECUTION VERSION July 15, 2020 HPX Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between HPX Corp., a Cayman Islands exempted compa |
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| July 21, 2020 |
Indemnity Agreement, dated July 15, 2020, between the Company and Marco Kheirallah. (1) Exhibit 10.11 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2020. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Marco Kheirallah (“Indemnitee”). Whereas: (A) Highly competent pe |
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| July 21, 2020 |
Exhibit 1.1 Execution Version 22,000,000 Units HPX Corp. UNDERWRITING AGREEMENT July 15, 2020 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue, New York, N.Y. 10010-3629 As Representative of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. HPX Corp., a Cayman Islands exempted company (the “Company”), agrees with the several underwri |
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| July 21, 2020 |
Exhibit 10.5 EXECUTION VERSION SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 15, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and HPX Capital Partners LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company inten |
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| July 21, 2020 |
Indemnity Agreement, dated July 15, 2020, between the Company and Rodrigo Xavier. (1) Exhibit 10.8 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 15, 2020. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) Rodrigo Xavier (“Indemnitee”). Whereas: (A) Highly competent perso |
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| July 21, 2020 |
Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 15, 2020, is made and entered into by and among HPX Corp., a Cayman Islands exempted company (the “Company”), and HPX Capital Partners LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to th |
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| July 21, 2020 |
Exhibit 4.1 EXECUTION VERSION WARRANT AGREEMENT HPX CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 15, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated July 15, 2020, is by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). W |
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| July 21, 2020 |
Exhibit 10.2 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 15, 2020, by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File |
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| July 21, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2020 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39382 N/A (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) |
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| July 17, 2020 |
$220,000,000 HPX Corp. 22,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-239486 and 333-239882 PROSPECTUS $220,000,000 HPX Corp. 22,000,000 Units HPX Corp. is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business co |
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| July 15, 2020 |
As filed with the U.S. Securities and Exchange Commission on July 15, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 (Primary Standard |
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| July 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HPX CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1000 N. West |
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| July 8, 2020 |
As filed with the Securities and Exchange Commission on July 8, 2020. Registration No. 333-239486 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 677 |
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| July 8, 2020 |
Form of Underwriting Agreement Exhibit 1.1 20,000,000 Units HPX Corp. UNDERWRITING AGREEMENT [●], 2020 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue, New York, N.Y. 10010-3629 As Representative of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. HPX Corp., a Cayman Islands exempted company (the “Company”), agrees with the several underwriters named in Schedule |
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| June 26, 2020 |
Form of Registration Rights Agreement between the Registrant and certain security holders EX-10.4 12 tm2015414d4ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among HPX Corp., a Cayman Islands exempted company (the “Company”), and HPX Capital Partners LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereaft |
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| June 26, 2020 |
Exhibit 99.4 Consent of FÁBIO MOURÃO In connection with the filing by HPX Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of |
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| June 26, 2020 |
Form of Code of Ethics and Business Conduct Exhibit 14 FORM OF CODE OF ETHICS AND BUSINESS CONDUCT OF HPX CORP. 1. Introduction The Board of Directors (the “Board”) of HPX Corp. (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) to: · promote honest and |
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| June 26, 2020 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and HPX Capital Partners LLC Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and HPX Capital Partners LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: The Company intends to consummate an in |
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| June 26, 2020 |
Exhibit 10.5 EXECUTION VERSION HPX CORP. 1000 N. West Street, Suite 1200 Wilmington, Delaware, 19801 HPX Capital Partners LLC April 3, 2020 1000 N. West Street, Suite 1200 Wilmington, Delaware, 19801 RE: Securities Subscription Agreement Ladies and Gentlemen: HPX Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer HPX Capital Partners LLC, a Delaware limited li |
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| June 26, 2020 |
EX-10.2 10 tm2015414d4ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [•], 2020 HPX Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between HPX Corp., a Cayma |
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| June 26, 2020 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020. Between: (1) HPX CORP., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) [●] (“Indemnitee”). Whereas: (A) Highly competent persons have become more reluctant to |
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| June 26, 2020 |
Exhibit 99.2 Consent of Rodrigo Xavier In connection with the filing by HPX Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors |
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| June 26, 2020 |
Exhibit 99.3 Consent of Marcos Vinícius Bernardes Peigo In connection with the filing by HPX Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the bo |
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| June 26, 2020 |
Exhibit 99.5 Consent of Marco Racy Kheirallah In connection with the filing by HPX Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dir |
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| June 26, 2020 |
Exhibit 99.1 Consent of BERNARDO HEES In connection with the filing by HPX Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors o |
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| June 26, 2020 |
Exhibit 99.6 Consent of Salete Garcia Pinheiro In connection with the filing by HPX Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of di |
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| June 26, 2020 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●] (the “Regis |
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| June 26, 2020 |
Promissory Note, dated April 8, 2020, issued to HPX Capital Partners LLC EX-10.1 9 tm2015414d4ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL |
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| June 26, 2020 |
EX-4.1 4 tm2015414d4ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP HPX CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A Ordinary Share, par va |
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| June 26, 2020 |
Exhibit 3.2 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HPX Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HPX Corp. (adopted by special re |
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| June 26, 2020 |
EX-3.1 2 tm2015414d4ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF HPX CORP. Auth Code: C08073009457 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF HPX CORP. 1 The name of the Company is HPX Corp. 2 The Regi |
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| June 26, 2020 |
EX-4.2 5 tm2015414d4ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP HPX CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF HPX CORP. (THE “COMPANY”) transferable on the register of members o |
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| June 26, 2020 |
S-1 1 tm2015414-2s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 26, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HPX Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporatio |
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| June 26, 2020 |
EX-4.4 6 tm2015414d4ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT HPX CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2020, is by and between HPX Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Wa |
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| June 26, 2020 |
EX-10.8 16 tm2015414d4ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 HPX Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801 [●], 2020 HPX Capital Partners LLC 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between HPX Corp. (the “Company”) and HPX Capital Partners LLC (t |
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| April 15, 2020 |
TABLE OF CONTENTS As submitted confidentially with the Securities and Exchange Commission on April 15, 2020. |
