0000899140-23-000128.txt : 20230208 0000899140-23-000128.hdr.sgml : 20230208 20230208121037 ACCESSION NUMBER: 0000899140-23-000128 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230208 DATE AS OF CHANGE: 20230208 GROUP MEMBERS: IVAN GUETTA GROUP MEMBERS: SHP FUND SPC - LONG BIASED SEGREGATED PORTFOLIO GROUP MEMBERS: SHP FUND SPC - LONG SHORT SEGREGATED PORTFOLIO GROUP MEMBERS: SHP FUND SPC - VALUE SEGREGATED PORTFOLIO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HPX Corp. CENTRAL INDEX KEY: 0001809353 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91577 FILM NUMBER: 23597997 BUSINESS ADDRESS: STREET 1: 1000 N. WEST STREET, SUITE 1200 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (302) 295-4929 MAIL ADDRESS: STREET 1: 1000 N. WEST STREET, SUITE 1200 CITY: WILMINGTON STATE: DE ZIP: 19801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sharp Capital Gestora de Recursos Ltda. CENTRAL INDEX KEY: 0001818890 IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: BORGES DE MEDEIROS AVENUE, NUMBER 633 STREET 2: OFFICE NUMBER 202 CITY: RIO DE JANEIRO STATE: D5 ZIP: 22430-041 BUSINESS PHONE: (55)-21-3550-7377 MAIL ADDRESS: STREET 1: BORGES DE MEDEIROS AVENUE, NUMBER 633 STREET 2: OFFICE NUMBER 202 CITY: RIO DE JANEIRO STATE: D5 ZIP: 22430-041 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 appropriate box to designate the rule pursuant to which this Schedule is filed:
 
Rule 13d-1(b)
 
Rule 13d-1(c)
 
Rule 13d-1(d)
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)
 
 
 


CUSIP No. G32219118
 
1.
 
NAMES OF REPORTING PERSONS
 
Sharp Capital Gestora de Recursos Ltda.
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Brazil
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
 
0
 
6.
 
SHARED VOTING POWER
 
0
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
8.
 
SHARED DISPOSITIVE POWER
 
0
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12.
 
TYPE OF REPORTING PERSON
 
CO
 


CUSIP No. G32219118
 
1.
 
NAMES OF REPORTING PERSONS
 
Ivan Guetta
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Brazil
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
 
0
 
6.
 
SHARED VOTING POWER
 
0
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
8.
 
SHARED DISPOSITIVE POWER
 
0
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12.
 
TYPE OF REPORTING PERSON
 
IN; HC
 
 


CUSIP No. G32219118
 
1.
 
NAMES OF REPORTING PERSONS
 
SHP Fund SPC - Long Short Segregated Portfolio
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Brazil
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
 
0
 
6.
 
SHARED VOTING POWER
 
0
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
8.
 
SHARED DISPOSITIVE POWER
 
0
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12.
 
TYPE OF REPORTING PERSON
 
OO



CUSIP No. G32219118
 
1.
 
NAMES OF REPORTING PERSONS
 
SHP Fund SPC - Value Segregated Portfolio
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Brazil
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
 
0
 
6.
 
SHARED VOTING POWER
 
0
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
8.
 
SHARED DISPOSITIVE POWER
 
0
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12.
 
TYPE OF REPORTING PERSON
 
OO



CUSIP No. G32219118
 
1.
 
NAMES OF REPORTING PERSONS
 
SHP Fund SPC - Long Biased Segregated Portfolio
 
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Brazil
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
 
0
 
6.
 
SHARED VOTING POWER
 
0
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
8.
 
SHARED DISPOSITIVE POWER
 
0
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12.
 
TYPE OF REPORTING PERSON
 
OO



Item 1.
 
 
(a)
Name of Issuer  
    HPX Corp.
                     
 
 
(b)
Address of Issuer’s Principal Executive Offices  
   
1000 N. West Street, Suite 1200
Wilmington, Delaware 19801
United States
                     
 Item 2.
 
 
(a)
Name of Person Filing
   
This schedule is filed on behalf of
   
i.
Sharp Capital Gestora de Recursos Ltda.;
   
ii.
Ivan Guetta;
   
iii.
SHP Fund SPC - Long Short Segregated Portfolio;
   
iv.
SHP Fund SPC - Value Segregated Portfolio; and
   
v.
SHP Fund SPC - Long Biased Segregated Portfolio
 
 
(b)
Address of Principal Business Office or, if None, Residence  
   
Each has a principal business address of:
Borges de Medeiros Avenue, Number 633, Office Number 202
Rio de Janeiro, 22430-041
Brazil
                     
 
(c)
Citizenship  
    Each in Brazil
                   
 
(d)
Title of Class of Securities  
    Class A Ordinary Shares
                    
 
(e)
CUSIP Number  
    G32219118
                                           




Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
             
 
 
(a)
 
 
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
 
 
(b)
 
 
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
 
(c)
 
 
Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
 
(d)
 
 
Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
 
(e)
 
 
An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);
       
 
 
(f)
 
 
An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);
       
 
 
(g)
 
 
A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);
       
 
 
(h)
 
 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
 
(i)
 
 
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
 
(j)
 
 
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).
     
 
 
 
 
If this statement is filed pursuant to Rule 13d-1(c), check this box ☒
 
Item 4.
Ownership.
The information required by Items 4(a)-(c), as of the date hereof is 0% for each reporting person.
 
Item 5.
Ownership of Five Percent or Less of Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☒
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.
 
Item 8.
Identification and Classification of Members of the Group.
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
Not Applicable.
 
Item 10.
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
       
 
By:
 
SHARP CAPITAL GESTORA DE RECURSOS LTDA.
     
 
By:
 
/s/ Ivan Guetta
 
Name:
 
Ivan Guetta
 
Title:
 
CIO/CEO
 
Date:
 
February 2, 2023
 
 
 
By:
 
IVAN GUETTA
     
 
By:
 
/s/ Ivan Guetta
 
Name:
 
Ivan Guetta
 
Date:
 
February 2, 2023
 
 
 
By:
 
SHP FUND SPC - LONG SHORT SEGREGATED PORTFOLIO
     
 
By:
 
/s/ Ivan Guetta
 
Name:
 
Ivan Guetta
 
Title:
 
CIO/CEO
 
Date:
 
February 2, 2023
 
     
 
By:
 
SHP FUND SPC - VALUE SEGREGATED PORTFOLIO
     
 
By:
 
/s/ Ivan Guetta
 
Name:
 
Ivan Guetta
 
Title:
 
CIO/CEO
 
Date:
 
February 2, 2023
       
       
       
 
By:
 
SHP FUND SPC - LONG BIASED SEGREGATED PORTFOLIO
     
 
By:
 
/s/ Ivan Guetta
 
Name:
 
Ivan Guetta
 
Title:
 
CIO/CEO
 
Date:
 
February  2, 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 behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  

Dated: February 2, 2023

SHARP CAPITAL GESTORA DE RECURSOS LTDA.
By: /s/ Ivan Guetta
Name: Ivan Guetta
Title: CIO/CEO

IVAN GUETTA
By: /s/ Ivan Guetta
Name: Ivan Guetta

SHP FUND SPC - LONG SHORT SEGREGATED PORTFOLIO
By: /s/ Ivan Guetta
Name: Ivan Guetta
Title: CIO/CEO

SHP FUND SPC - VALUE SEGREGATED PORTFOLIO
By: /s/ Ivan Guetta
Name: Ivan Guetta
Title: CIO/CEO

SHP FUND SPC - LONG BIASED SEGREGATED PORTFOLIO
By: /s/ Ivan Guetta
Name: Ivan Guetta
Title: CIO/CEO