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 December 14, 2022, Ambipar Participações e Empreendimentos
S.A. (“Ambipar”) announced to the market the public filing
of Ambipar Emergency Response before the United States Securities
and Exchange Commission (“SEC”). Excerpts of this
announcement are set forth below.
Ambipar
Announces Public Filing of Ambipar Emergency Response on the
SEC
São Paulo, Brazil, December 14, 2022 – Ambipar informs its
shareholders and the market in general, in continuity with the
Material Fact disclosed on July 6, 2022, that the third filing
(the first public filing) before the SEC was carried out on the
present date by Ambipar Emergency Response, the holding company for
the emergency response segment of the Ambipar group, within the
scope of its business combination with HPX Corp.
(“HPX”).
This is an important development for the SEC registration process
which the company expects to complete shortly.
About Ambipar Response
Founded in 2008 as part of the Ambipar group, Ambipar Response is a
leading environmental, emergency response and industrial field
service provider in Brazil with presence in 16 countries in Latin
America, North America, Europe, Africa and Antarctica and operating
217 service centers as of June 30, 2022. For more information,
visit ambipar.com.
About HPX
HPX (NYSE: HPX) is a special purpose acquisition company that,
since its $253 million initial public offering on NYSE in
July 2020, has sought to combine its business with a
Brazil-based company in an industry which would benefit from
long-term growth in the Brazilian economy, with an international
expansion plan as part of its overall growth strategy and that
could benefit from HPX’s management team’s experience in operating
in global markets. HPX’s sponsor is HPX Capital Partners LLC, which
is controlled by Bernardo Hees and Rodrigo Xavier, both co-chairmen
of HPX’s board of directors, and Carlos Piani, HPX’s CEO and CFO.
For more information, visit hpxcorp.com.
About Ambipar
Ambipar is a holding company founded in 1995 by Mr. Tercio
Borlenghi Junior that operates in two business segments: response
and environment. Ambipar became a publicly-traded company in 2020
by listing on the Brazilian stock exchange (B3: AMBP3).
Forward-Looking Statements
The
information in this press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity and market
share, expectations and timing related to commercial product
launches, potential benefits of the transaction and expectations
related to the terms and timing of the Business Combination. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Ambipar Response’s and HPX’s management and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of Ambipar
Response and HPX. These forward-looking statements are subject to a
number of risks and uncertainties, including those factors
discussed in HPX’s final prospectus that forms a part of HPX’s
Registration Statement on Form S-1 (Reg No. 333-239486),
filed with the SEC pursuant to Rule 424(b)(4) on
July 15, 2020 (the “Prospectus”) under the heading “Risk
Factors,” and other documents of HPX filed, or to be filed, with
the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither HPX nor Ambipar Response presently
know or that HPX and Ambipar Response currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect HPX’s and Ambipar Response’s
expectations, plans or forecasts of future events and views as of
the date of this press release. HPX and Ambipar Response anticipate
that subsequent events and developments may cause HPX’s or Ambipar
Response’s assessments to change. However, while HPX and Ambipar
Response may elect to update these forward-looking statements at
some point in the future, HPX and Ambipar Response specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing HPX’s or Ambipar
Response’s assessments as of any date subsequent to the date of
this press release. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
Additional Information About the Proposed Business Combination
and Where to Find It
The proposed Business Combination will be submitted to the
shareholders of HPX for their consideration. HPX intends to
publicly file a registration statement on Form F-4 (the
“Registration Statement”) with the SEC which will include
preliminary and definitive proxy statements to be distributed to
HPX’s shareholders in connection with HPX’s solicitation for
proxies for the vote by HPX’s shareholders in connection with the
proposed Business Combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued in connection with the
completion of the proposed Business Combination. After the
Registration Statement has been filed and declared effective, HPX
will mail a definitive proxy statement and other relevant documents
to its shareholders as of the record date established for voting on
the proposed Business Combination. HPX’s shareholders and other
interested persons are advised to read, once available, the
preliminary proxy statement / prospectus and any amendments thereto
and, once available, the definitive proxy statement / prospectus,
in connection with HPX’s solicitation of proxies for its special
meeting of shareholders to be held to approve, among other things,
the proposed Business Combination, because these documents will
contain important information about HPX, Ambipar Response and the
proposed Business Combination. Shareholders may also obtain a copy
of the preliminary or definitive proxy statement, once available,
as well as other documents filed with the SEC regarding the
proposed Business Combination and other documents filed with the
SEC by HPX, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to 1000 N. West Street,
Suite 1200, Wilmington, Delaware 19801.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS
ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS
COMBINATION OR ANY SECURITIES OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
HPX, Ambipar Response and certain of their respective directors,
executive officers and other members of management, employees and
consultants may, under SEC rules, be deemed to be participants in
the solicitations of proxies from HPX’s shareholders in connection
with the proposed Business Combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of HPX’s shareholders in connection with the proposed
Business Combination will be set forth in HPX’s proxy statement /
prospectus when it is filed with the SEC. You can find more
information about HPX’s directors and executive officers in the
Prospectus. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests will be included in the Registration Statement
when it becomes available. Shareholders, potential investors and
other interested persons should read the Registration Statement
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a “solicitation” (as
defined in Section 14 of the Securities Exchange Act of 1934,
as amended); it does it constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Investor Relations Contact
Ambipar Response: ri@ambipar.com
HPX Corp: ir@hpxcorp.com
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