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. 001-39382

HPX CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	98-1550444
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1000 N. West Street, Suite 1200

Wilmington, DE 19801

(Address of Principal Executive Offices, including zip code)

(302) 295-4929

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	HPX.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	HPX	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	HPX WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐   Large accelerated filer	☐   Accelerated filer
☒   Non-accelerated filer	☒   Smaller reporting company
	☒   Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of November 18, 2021, there were 25,300,000 Class A ordinary shares, $0.0001 par value per share, and 6,325,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

HPX CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1
Condensed Statements of Operations for the three and nine months ended September 30, 2021, the three months ended September 30, 2020 and for the period from March 20, 2020 (inception) through September 30, 2020 (Unaudited)	2
Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the three and nine months ended September 30, 2021, the three months ended September 30, 2020 and for the period from March 20, 2020 (inception) through September 30, 2020 (Unaudited)	3
Condensed Statements of Cash Flows for the nine months ended September 30, 2021 and for the period from March 20, 2020 (inception) through September 30, 2020 (Unaudited)	4
Notes to Unaudited Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	25
Item 4. Controls and Procedures	25
Part II. Other Information
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	28
Signatures	29

HPX CORP.

CONDENSED BALANCE SHEETS

	September 30,		December 31,
	2021		2020
	(Unaudited)		(Restated, See Note 2)
ASSETS
Current assets
Cash	$	733,543	$	1,132,050
Prepaid expenses		156,666		259,147
Total Current Assets		890,209		1,391,197
Marketable securities held in Trust Account		253,031,138		253,012,211
TOTAL ASSETS	$	253,921,347	$	254,403,408
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	353,366	$	134,297
Accrued offering costs		159,880		159,880
Total Current Liabilities		513,246		294,177
Warrant liabilities		12,811,500		21,089,700
Deferred underwriting fee payable		8,855,000		8,855,000
Total LIABILITIES		22,179,746		30,238,877
Commitments
Class A ordinary shares subject to possible redemption, 25,300,000 shares at redemption value as of September 30, 2021 and December 31, 2020		253,031,138		253,012,211
Shareholders' Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 25,300,000 shares subject to possible redemption as of September 30, 2021 and December 31, 2020)		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		633		633
Accumulated deficit		(21,290,170)		(28,848,313)
Total Shareholders’ Deficit		(21,289,537)		(28,847,680)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	253,921,347	$	254,403,408

The accompanying notes are an integral part of the unaudited condensed financial statements.

1

HPX CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

							For the Period
							from March 20,
							2020
					Nine Months		(Inception)
	Three Months Ended				Ended		through
	September 30,				September 30,		September 30,
	2021		2020		2021		2020
Operating and formation costs	$	154,559	$	600,224	$	720,129	$	605,417
Loss from operations		(154,559)		(600,224)		(720,129)		(605,417)
Other income (expense):
Change in fair value of warrant liabilities		4,603,900		(4,533,300)		8,278,200		(4,533,300)
Interest income from operating bank account		21		—		72		—
Interest earned on marketable securities held in Trust Account		6,379		5,833		18,927		5,833
Other income (expense), net		4,610,300		(4,527,467)		8,297,199		(4,527,467)
Net income (loss)	$	4,455,741	$	(5,127,691)	$	7,577,070	$	(5,132,884)
Basic and diluted weighted average shares outstanding, Class A ordinary shares(1)		25,300,000		19,800,000		25,300,000		9,389,691
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares(1)	$	0.14	$	(0.20)	$	0.24	$	(0.35)
Basic and diluted weighted average shares outstanding, Class B ordinary shares(1)		6,325,000		6,161,957		6,325,000		5,307,345
Basic and diluted net (loss) income per ordinary share, Class B ordinary shares(1)	$	0.14	$	(0.20)	$	0.24	$	(0.35)

(1)

2020 values as restated. See Note 2

The accompanying notes are an integral part of the unaudited condensed financial statements.

2

HPX CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2021 (Restated, See Note 2)	—	$	—	6,325,000	$	633	$	—	$	(28,848,313)	$	(28,847,680)
Remeasurement of Class A ordinary shares to redemption amount (Restated, See Note 2)	—		—	—		—		—		(6,239)		(6,239)
Net income	—		—	—		—		—		4,951,213		4,951,213
Balance – March 31, 2021 (Restated, See Note 2)	—	$	—	6,325,000	$	633	$	—	$	(23,903,339)	$	(23,902,706)
Remeasurement of Class A ordinary shares to redemption amount (Restated, See Note 2)	—		—	—		—		—		(6,309)		(6,309)
Net loss	—		—	—		—		—		(1,829,884)		(1,829,884)
Balance – June 30, 2021 (Restated, See Note 2)	—	$	—	6,325,000	$	633	$	—	$	(25,739,532)	$	(25,738,899)
Remeasurement of Class A ordinary shares to redemption amount (Restated, See Note 2)	—		—	—		—		—		(6,379)		(6,379)
Net income	—		—	—		—		—		4,455,741		4,455,741
Balance – September 30, 2021	—	$	—	6,325,000	$	633	$	—	$	(21,290,170)	$	(21,289,537)

THREE MONTHS ENDED SEPTEMBER 30, 2020 AND THE PERIOD FROM MARCH 20, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance – March 20, 2020 (Inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary share	—		—	1		—		—		—		—
Net loss	—		—	—		—		—		(5,000)		(5,000)
Balance – March 31, 2020	—	$	—	1	$	—	$	—	$	(5,000)	$	(5,000)
Issuance of Class B ordinary shares	—		—	6,325,000		633		24,367		—		25,000
Cancellation of Class B ordinary shares	—		—	(1)		—		—		—		—
Net loss	—		—	—		—		—		(193)		(193)
Balance - June 30, 2020	—	$	—	6,325,000	$	633	$	24,367	$	(5,193)	$	19,807
Remeasurement of Class A ordinary shares to redemption amount (Restated, See Note 2)	—		—	—		—		(2,354,167)		(20,158,197)		(22,512,364)
Proceeds Received in Excess of Fair Value of Private Warrants								2,329,800				2,329,800
Net loss	—		—	—		—		—		(5,127,691)		(5,127,691)
Balance – September 30, 2020 (Restated, See Note 2)	—	$	—	6,325,000	$	633	$	—	$	(25,291,081)	$	(25,290,448)

The accompanying notes are an integral part of the unaudited condensed financial statements.

3

HPX CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

			For the
			Period from
			March 20, 2020
	Nine Months		(Inception)
	Ended		Through
	September 30,		September 30,
	2021		2020
Cash Flows from Operating Activities:
Net income (loss)	$	7,577,070	$	(5,132,884)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liabilities		(8,278,200)		4,533,300
Interest earned on marketable securities held in Trust Account		(18,927)		(5,833)
Transaction costs incurred in connection with Initial Public Offering		—		497,297
Changes in operating assets and liabilities:
Prepaid expenses		102,481		(299,773)
Accounts payable and accrued expenses		219,069		52,526
Net cash used in operating activities	$	(398,507)	$	(355,367)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	$	—	$	(253,000,000)
Net cash used in operating activities	$	—	$	(253,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares	$	—	$	25,000
Proceeds from sale of Units, net of underwriting discounts paid		—		247,940,000
Proceeds from sale of Private Placement Warrants		—		7,060,000
Advances from related party		—		10,000
Repayment of advances from related party		—		(10,000)
Proceeds from promissory note – related party		—		300,000
Repayment of promissory note - related party		—		(300,000)
Payment of offering costs		—		(171,768)
Net cash provided by financing activities	$	—	$	254,853,232
Net Change in Cash		(398,507)		1,497,865
Cash – Beginning		1,132,050		—
Cash – Ending	$	733,543	$	1,497,865
Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs	$	—	$	441,560
Deferred underwriting fee payable		—		8,855,000
Remeasurement of Class A ordinary shares subject to possible redemption (Restated, See Note 2)	$	18,927	$	22,512,364
Initial value of warrant liabilities		—		13,205,700

The accompanying notes are an integral part of the unaudited condensed financial statements.

4

HPX CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

HPX Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 20, 2020. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (a “Business Combination”).

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in Brazil. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and the search for a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account and non-operating income or expenses from the change in fair value of warrant liabilities.

The registration statements for the Company’s Initial Public Offering became effective on July 15, 2020. On July 20, 2020, the Company consummated the Initial Public Offering of 25,300,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of the over-allotment option to purchase an additional 3,300,000 Units, at $10.00 per Unit, generating gross proceeds of $253,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,060,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HPX Capital Partners LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,060,000, which is described in Note 5.

Transaction costs amounted to $14,528,328, consisting of $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $613,328 of other offering costs.

Following the closing of the Initial Public Offering on July 20, 2020, an amount of $253,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

5

HPX CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share) as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and any other holders of the Company’s Class B ordinary shares prior to the Initial Public Offering (the “initial shareholders”) have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, subject to the immediately succeeding paragraph, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination (and not seek to sell its shares to the Company in any tender offer the Company undertakes in connection with its initial Business Combination) and (b) not to propose an amendment to the Amended and Restated Memorandum of Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

6

HPX CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

The Company will have until July 20, 2022 to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (the “Extension Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of the then-outstanding public shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Founder Shares or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period or any Extension Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1)  $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Management’s Plan

As of September 30, 2021, the Company had $733,543 in its operating bank accounts, $253,031,138 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $376,963. The Company’s assessment of projected cash flows through the later of 12 months from the date of filing and Business Combination deadline of July 20, 2022 resulted in an expected cash surplus of $61,097.

7

HPX CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

On August 11, 2021, the Sponsor committed to provide the Company an aggregate of $150,000 in loans for working capital purposes. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination. If the Company does not consummate a business combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

Management intends to draw down on these loans as necessary to create cash inflows for working capital purposes. As a result, management has determined that sufficient capital exists to sustain operations through the later of 12 months from the date of filing and the Business Combination deadline date of July, 20, 2022.

8

HPX CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate certain of its previously reported financial statements. The Company determined, at the closing of the Company’s Initial Public Offering, it had improperly valued its Class A ordinary shares subject to possible redemption. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Management determined that the Class A ordinary shares issued during the Initial Public Offering can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control. Therefore, management concluded that the redemption value should include all Class A ordinary shares subject to possible redemption, resulting in the Class A ordinary shares subject to possible redemption being equal to their redemption value. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in a restatement of the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

In connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share calculation to allocate net income (loss) on a pro rata basis to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of the Company.

The restatement does not result in any changes in the Company’s total assets, liabilities or operating results.

9

HPX CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

The impact of the restatement on the Company’s financial statements for previous periods is reflected in the following table.

	As Previously
Balance Sheet as of July 20, 2020	Reported		Adjustment		As Restated
Class A Ordinary Shares subject to possible redemption	$	227,345,610	$	25,654,390	$	253,000,000
Class A Ordinary Shares	$	257	$	(257)	$	—
Additional paid-in capital	$	5,501,769	$	(5,501,769)	$	—
Accumulated deficit	$	(502,650)	$	(20,152,364)	$	(20,655,014)
Total Shareholders’ Equity (Deficit)	$	5,000,009	$	(25,654,390)	$	(20,654,381)
Number of Ordinary shares subject to possible redemption		22,734,561		2,565,439		25,300,000
Condensed Balance Sheet as of September 30, 2020 (Unaudited)
Class A Ordinary Shares subject to possible redemption	$	222,715,383	$	30,290,450	$	253,005,833
Class A Ordinary Shares	$	303	$	(303)	$	—
Additional paid-in capital	$	10,131,950	$	(10,131,950)	$	—
Accumulated deficit	$	(5,132,884)	$	(20,158,197)	$	(25,291,081)
Total Shareholders’ Equity (Deficit)	$	5,000,002	$	(30,290,450)	$	(25,290,448)
Number of Ordinary shares Subject to possible redemption		22,271,025		3,028,975		25,300,000
Balance Sheet as of December 31, 2020
Class A Ordinary Shares subject to possible redemption	$	219,164,525	$	33,847,686	$	253,012,211
Class A Ordinary Shares	$	338	$	(338)	$	—
Additional paid-in capital	$	13,682,773	$	(13,682,773)	$	—
Accumulated deficit	$	(8,683,738)	$	(20,164,575)	$	(28,848,313)
Total Shareholders’ Equity (Deficit)	$	5,000,006	$	(33,847,686)	$	(28,847,680)
Number of Ordinary shares Subject to possible redemption		21,915,395		3,384,605		25,300,000
Condensed Balance Sheet as of March 31, 2021 (Unaudited)
Class A Ordinary Shares subject to possible redemption	$	224,115,742	$	28,902,708	$	253,018,450
Class A Ordinary Shares	$	289	$	(289)	$	—
Additional paid-in capital	$	8,731,605	$	(8,731,605)	$	—
Accumulated deficit	$	(3,732,525)	$	(20,170,814)	$	(23,903,339)
Total Shareholders’ Equity (Deficit)	$	5,000,002	$	(28,902,708)	$	(23,902,706)
Number of Ordinary shares Subject to possible redemption		22,409,940		2,890,060		25,300,000
Condensed Balance Sheet as of June 30, 2021 (Unaudited)
Class A Ordinary Shares subject to possible redemption	$	222,285,859	$	30,738,900	$	253,024,759
Class A Ordinary Shares	$	307	$	(307)	$	—
Additional paid-in capital	$	10,561,470	$	(10,561,470)	$	—
Accumulated deficit	$	(5,562,409)	$	(20,177,123)	$	(25,739,532)
Total Shareholders’ Equity (Deficit)	$	5,000,001	$	(30,738,900)	$	(25,738,899)
Number of Ordinary shares Subject to possible redemption		22,226,411		3,073,589		25,300,000
Condensed Statement of Operations for the Three Months ended September 30, 2020 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares	$	22,734,561		(2,934,561)		19,800,000
Basic and diluted net loss per ordinary share, Class A ordinary shares		—		(0.20)		(0.20)
Weighted average shares outstanding, Class B ordinary shares	$	6,939,066		(777,109)		6,161,957
Basic and diluted net loss per ordinary share, Class B ordinary shares		(0.74)		0.54		(0.20)
Condensed Statement of Operations for the Period March 20, 2020 (Inception) to September 30, 2020 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		22,734,561	$	(13,344,870)		9,389,691
Basic and diluted net loss per ordinary share, Class A ordinary shares	$	—	$	(0.35)	$	(0.35)
Weighted average shares outstanding, Class B ordinary shares		6,939,066	$	(1,631,721)		5,307,345
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.74)	$	0.39	$	(0.35)

10

HPX CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

	As Previously
	Reported		Adjustment		As Restated
Statement of Operations for the Period March 20, 2020 (Inception) to December 31, 2020
Weighted average shares outstanding, Class A ordinary shares		22,474,529		(7,966,837)		14,507,692
Basic and diluted net loss per ordinary share, Class A ordinary shares	$	—	$	(0.43)	$	(0.43)
Weighted average shares outstanding, Class B ordinary shares		7,771,170		(2,136,467)		5,634,703
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(1.12)	$	0.690	$	(0.43)
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		21,915,395		3,384,605		25,300,000
Basic and diluted net loss per ordinary share, Class A ordinary shares	$	—	$	0.16	$	0.16
Weighted average shares outstanding, Class B ordinary shares		9,709,605		(3,384,605)		6,325,000
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	0.51	$	(0.35)	$	0.16
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		22,409,940		2,890,060		25,300,000
Basic and diluted net loss per ordinary share, Class A ordinary shares	$	—	$	0.10	$	0.10
Weighted average shares outstanding, Class B ordinary shares		9,215,060		(2,890,060)		6,325,000
Basic and diluted net loss per ordinary share, Class B ordinary shares	$	(0.20)	$	0.30	$	0.10
Condensed Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited)
Weighted average shares outstanding, Class A ordinary shares		22,164,034		3,135,966		25,300,000
Basic and diluted net loss per ordinary share, Class A ordinary shares	$	—	$	(0.06)	$	(0.06)
Weighted average shares outstanding, Class B ordinary shares		9,460,966		(3,135,966)		6,325,000
Basic and diluted net loss per ordinary share, Class B ordinary shares	$