As filed with the U.S. Securities and Exchange Commission on January 27, 2023

Registration Statement No. 333-268795​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

Form F-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMBIPAR EMERGENCY RESPONSE

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands (Jurisdiction of
incorporation or organization) 4955 (Primary Standard Industrial
Classification Code Number) Not Applicable (I.R.S. Employer
Identification Number)

Avenida Angélica, nº 2346, 5th Floor
São Paulo, SP – Brazil, 01228-200
Tel: +55 (11) 3526-3526

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

c/o Capitol Services, Inc.
1218 Central Ave Ste 100
Albany, NY 12205
Tel: (808) 345-4647

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Grenfel Calheiros, Esq.
Simpson Thacher & Barlett LLP
Av. Presidente Juscelino Kubitschek 1455,
12th floor
São Paulo, SP, Brazil, 04543-011
Tel: +55 11 3546 1000 Mark D. Pflug, Esq.
Mark A. Brod, Esq.
Simpson Thacher & Barlett LLP
425 Lexington Avenue
New York, New York 10017
Tel: +1 (212) 455-2000 J. Mathias von Bernuth, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Avenida Brigadeiro Faria Lima, 3311,
7th Floor São Paulo,
SP, Brazil, 04538-133
Tel: +55 11 3708 1820 Maxim O. Mayer-Cesiano, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Tel: +1 (212) 735-3000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the transaction described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The Registrant may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED JANUARY 27, 2023

PROXY STATEMENT OF HPX CORP.

1000 N. West Street, Suite 1200
Wilmington, DE 19801

PROSPECTUS FOR UP TO 17,559,044 CLASS A ORDINARY SHARES AND 13,462,500 WARRANTS
OF
AMBIPAR EMERGENCY RESPONSE

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF HPX CORP.

TO BE HELD ON           , 2023

To the Shareholders of HPX Corp.:

The Proposals.   NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of HPX Corp., a Cayman Island exempted company (“HPX”), to be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at Avenida Brigadeiro Faria Lima, 3311, 7th Floor, 04538-133, São Paulo, São Paulo, Brazil, and online via live webcast, at 9:00 a.m., Eastern Time, on           , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of HPX directors, officers, employees and shareholders, HPX shareholders are encouraged to attend the extraordinary general meeting virtually via live webcast. To attend and participate in the extraordinary general meeting virtually, you must register at https://www.cstproxy.com/hpxcorp/2023, which is referred to in the accompanying proxy statement/​prospectus as the HPX meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting. You are cordially invited to attend the extraordinary general meeting for the following purposes:

(1)

Proposal No. 1 — The Business Combination Proposal:   to consider and vote upon a proposal to approve and adopt by ordinary resolution the transactions contemplated by the Business Combination Agreement, dated as of July 5, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement,” and, the transactions contemplated thereby, collectively, the “Business Combination”), by and among HPX, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”), Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil (“Emergencia”), and Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (“Ambipar”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, pursuant to which, among other things, (i) HPX shall be merged with and into New PubCo, with New PubCo as the surviving entity and (ii) Merger Sub shall subsequently be merged with and into New PubCo, with New PubCo as the surviving entity (the “Business Combination Proposal”);

(2)

Proposal No. 2A — The Merger Proposals (First Plan of Merger):   to consider and vote, by way of a special resolution, upon a proposal to (i) authorize HPX to merge with and into New PubCo, with New PubCo as the surviving entity, and that all the undertaking, property and liabilities of HPX vest in New PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands (the “First Plan of Merger”); (ii) authorize, approve and confirm, in all respects, the First Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and authorize HPX entering into the First Plan of Merger; and (iii) upon the Effective Date (as defined in the First Plan of Merger), (a) approve that the memorandum and articles of association of New PubCo in effect as of the date of the accompanying proxy statement/prospectus be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the First Plan of Merger, (b) approve that the authorized share capital of New PubCo be amended and re-designated as set forth in the First Plan of Merger, (c) approve that the First Plan of Merger be executed by any director on behalf of HPX, and authorize to submit the First Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands, and (d) confirm, ratify and approve in all respects all actions taken and documents or agreements executed, signed or delivered

by any director or officer of HPX in connection with or ancillary to all such contemplated transactions (collectively, the “First Plan of Merger Proposal”);

(3)

Proposal No. 2B — The Merger Proposals (Second Plan of Merger):   to consider and vote, by way of a special resolution, upon a proposal to (i) authorize the merger of Merger Sub with and into New PubCo, with New PubCo as the surviving entity, and that all the undertaking, property and liabilities of Merger Sub vest in New PubCo by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands (the “Second Plan of Merger” and, together with the First Plan of Merger, the “Plans of Merger”); (ii) authorize, approve and confirm, in all respects, the Second Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, and authorize New PubCo entering into the Second Plan of Merger; and (iii) upon the Effective Date (as defined in the Second Plan of Merger), (a) approve the authorized share capital of New PubCo as set forth in the Second Plan of Merger, (b) approve that the Second Plan of Merger be executed by any director on behalf of New PubCo, and authorize to submit the Second Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands, and (c) confirm, ratify and approve in all respects all actions taken and documents or agreements executed, signed or delivered by any director or officer of New PubCo in connection with or ancillary to all such contemplated transactions (collectively, the “Second Plan of Merger Proposal” and, together with the First Plan of Merger Proposal, the “Merger Proposals”);

(4)

Proposal No. 3A — The Governing Documents Proposals (Change in Authorized Share Capital):   to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the existing amended and restated memorandum and articles of association of HPX (collectively, the “Existing Governing Documents”) and the amended and restated memorandum and articles of association of New PubCo to be adopted pursuant to the First Plan of Merger (collectively, the “Proposed Governing Documents”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, in particular that the authorized share capital of HPX be changed and amended from (i) 500,000,000 Class A ordinary shares, $0.0001 par value each, 50,000,000 Class B ordinary shares, $0.0001 par value each, and 5,000,000 undesignated preference shares, $0.0001 par value each, to (ii) (a) 250,000,000 New PubCo Class A ordinary shares, par value $0.0001 per Class A ordinary share, (b) 150,000,000 New PubCo Class B ordinary shares, par value $0.0001 per Class B ordinary share, and (c) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of New PubCo may determine from time to time in accordance with the Proposed Governing Documents (the “Change in Authorized Share Capital Proposal”);

(5)

Proposal No. 3B — The Governing Documents Proposals (Method to Appoint and Elect Directors):   to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, a copy of which is attached to the accompanying proxy statement/​prospectus as Annex D, in particular with respect to the method of appointment and election of directors to the board of directors of New PubCo (the “Method to Appoint and Elect Directors Proposal”);

(6)

Proposal No. 3C — The Governing Documents Proposals (Other Changes in Connection with the Adoption of the Proposed Governing Documents):   to consider and vote, by way of ordinary resolution, upon a proposal to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D, in particular with respect to the changes in connection with the adoption of the Proposed Governing Documents other than those being considered and voted under the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal (the “Other Changes to the Governing Documents Proposal” and, together with the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal, the “Governing Documents Proposals”); and

(7)

Proposal No. 4 — The Adjournment Proposal:   to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the trust account (after deducting any amounts to be paid to HPX shareholders that exercise their redemption rights in connection with the Business Combination), together with the net proceeds received by New PubCo in cash or in kind from the issuance and sale of an aggregate of 16,200,000 New PubCo Ordinary Shares pursuant to the subscription agreements with Ambipar and certain investors, equal no less

ii

than $168,000,000 (without considering any payment of Business Combination related transaction expenses) would not be satisfied (the “Adjournment Proposal”).

Each of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal (collectively, the “Transaction Proposals”) is more fully described in the accompanying proxy statement/​prospectus, which we urge each HPX shareholder to review carefully.

Only holders of record of HPX’s Class A ordinary shares, par value $0.0001 per share (“HPX Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (“HPX Class B Ordinary Shares”) at the close of business on December 30, 2022 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The accompanying proxy statement/prospectus and accompanying proxy card is being provided to HPX shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all HPX shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 105 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of HPX has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers (as defined below), and unanimously recommends that shareholders vote “FOR” each of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of HPX, you should keep in mind that HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Redemption Rights.   Pursuant to HPX’s Existing Governing Documents, holders of HPX Class A Ordinary Shares may request that HPX redeem all or a portion of HPX Class A Ordinary Shares (such shares, the “public shares” and such holders the “public shareholders”) for cash if the Business Combination is consummated. As a public shareholder, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and HPX Public Warrants prior to exercising your redemption rights with respect to the public shares;

(ii)

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), HPX’s transfer agent, in which you (a) request that HPX redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

(iii)

deliver your share certificates (if any) and other redemption forms (as applicable) to Continental physically or electronically through The Depository Trust Company.

Redemption Deadline.   Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on           , 2023 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

No Redemption Recommendation.   The board of directors of HPX makes no recommendation of any kind regarding the exercise of these redemption rights. While the board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers (as defined below), and unanimously recommends that shareholders vote “FOR” all of the Transaction Proposals, holders of HPX Class A Ordinary Shares must decide on their own whether it is in their best interest to redeem or not redeem their shares in connection with the Business Combination.

Redemption Procedures.   Holders of units must elect to separate the units into the underlying public shares and HPX Public Warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and HPX Public Warrants, or if a holder holds units registered in its own name, the holder must contact Continental

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directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares.

Redemption Rights Independent of Vote.   Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of any of the Transaction Proposals.

Return of Shares if Business Combination Fails to Close.   If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank.

Calculation of Cash Amount.   If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, HPX will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of HPX’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 2, 2022, this would have amounted to approximately $10.06 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “The Extraordinary General Meeting of HPX Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

15% Limit.   Notwithstanding the foregoing redemption rights, HPX’s Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

Warrants.   There will be no redemption rights with respect to HPX Warrants.

Sponsor Letter Agreement.   In addition, on July 15, 2020, HPX Capital Partners LLC (the “Sponsor”) entered into a letter agreement (the “Sponsor IPO Letter Agreement”) with HPX pursuant to which Sponsor has agreed, in partial consideration of receiving its HPX Class B Ordinary Shares issued to Sponsor (“Founder Shares”) and for the covenants and commitments of HPX therein, to waive its redemption rights with respect to its Founder Shares and any public shares Sponsor may have acquired after HPX’s initial public offering in connection with the completion of the Business Combination. In connection with the Business Combination Agreement, on July 5, 2022, the Sponsor entered into a sponsor letter agreement (the “Sponsor Letter Agreement”) with certain other parties pursuant to which, among other things, the parties thereto amended and restated in its entirety the Sponsor IPO Letter Agreement, and the Sponsor and the other parties thereto agreed not to redeem any outstanding Founder Shares in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX must complete its initial business combination.

Closing Conditions.   The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including, among other things, the approval of the Transaction Proposals. There can be no assurance that the closing conditions will be satisfied or that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement. In addition, in no event will HPX redeem public shares in an amount that would cause HPX’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement, including the Mergers and the PIPE Financing.

Voting Procedures.

Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. Abstentions and broker non-votes, while considered

iv

present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, HPX’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing HPX.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of HPX Corp.,
Bernardo Hees and Rodrigo Xavier
Co-Chairmen of the Board of Directors​

This proxy statement/prospectus is dated           , 2023 and is first being mailed to shareholders of HPX on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/​PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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HPX CORP.
1000 N. West Street, Suite 1200
Wilmington, DE 19801

Dear HPX Corp. Shareholders:

Extraordinary General Meeting.   You are cordially invited to attend the extraordinary general meeting of shareholders of HPX Corp. (the “extraordinary general meeting”), which we refer to as “we,” “us,” “our” or “HPX,” to be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at Avenida Brigadeiro Faria Lima, 3311, 7th Floor, 04538-133, São Paulo, São Paulo, Brazil, and online via live webcast, at 9:00 a.m., Eastern Time, on         , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of HPX directors, officers, employees and shareholders, HPX shareholders are encouraged to attend the extraordinary general meeting virtually via live webcast. To attend and participate in the extraordinary general meeting virtually, you must register at https://www.cstproxy.com/hpxcorp/2023, which is referred to in the accompanying proxy statement/​prospectus as the HPX meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting.

Business Combination Proposal.   At the extraordinary general meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve a business combination (the “Business Combination”) by the approval and adoption of that certain Business Combination Agreement, dated as of July 5, 2022 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) that HPX has entered into with Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands (“Merger Sub”), Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil (“Emergencia”), and Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil (“Ambipar”), including the transactions contemplated thereby. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/​prospectus as Annex A.

Business Combination Transactions.   As further described in the accompanying proxy statement/​prospectus, subject to the terms and conditions of the Business Combination Agreement, the following transactions will occur:

(i)

At least one business day before the Closing (as defined below), Ambipar will contribute all of the issued and outstanding equity of Emergencia into Merger Sub in exchange for the newly issued ordinary shares of Merger Sub (“Merger Sub Ordinary Shares”) (the “Pre-Closing Exchange”), which shall be consummated prior to the First Effective Time (as defined below).

(ii)

On the day of the closing of the Business Combination (the “Closing” and the “Closing Date”), and in any case prior to the Second Merger (as defined below), HPX shall be merged with and into New PubCo (the “First Merger” and the effective time of the First Merger, the “First Effective Time”), with New PubCo as the surviving entity. On the Closing Date, immediately following the First Merger, Merger Sub shall be merged with and into New PubCo (the “Second Merger” and, together with the First Merger, the “Mergers”), with New PubCo as the surviving entity.

(iii)

At the First Effective Time and after giving effect to the Sponsor Recapitalization (as defined below), (i) each issued and outstanding HPX Class A Ordinary Share will be canceled and converted into the right to receive one Class A ordinary share, par value $0.0001 per share, of New PubCo (“New PubCo Class A Ordinary Shares”); provided that the number of New PubCo Class A Ordinary Shares issuable to HPX Capital Partners LLC (the “Sponsor”) will be adjusted downwards in an amount corresponding, at one share for every $10.00, to the transaction expenses incurred by HPX in excess of $8,500,000, if any, not reimbursed by the Sponsor pursuant to the terms of the Business Combination Agreement; (ii) each issued and outstanding whole warrant to purchase HPX Class A Ordinary Shares (an “HPX Warrant”) will be converted into one warrant to purchase

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one New PubCo Class A Ordinary Share (a “New PubCo Warrant”) at an exercise price of $11.50 per share, subject to the same terms and conditions existing prior to such conversion; and (iii) each restricted stock unit in respect of HPX Class A Ordinary Shares (“HPX Restricted Stock Unit”) that is outstanding and unvested as of immediately prior to the First Effective Time shall, as of the First Effective Time, be converted into a restricted stock unit that is settled in New PubCo Class A Ordinary Shares, subject to the same terms and conditions as were applicable to such HPX Restricted Stock Unit as of immediately prior to the First Effective Time. At the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share will be cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of New PubCo Class B Ordinary Shares, as determined in accordance with the per share consideration set forth in the Business Combination Agreement (the “Per Share Merger Consideration”).

Earn-Out Shares.   In addition, Ambipar will be issued up to an additional 11,000,000 newly issued New PubCo Class B Ordinary Shares (the “Earn-Out Shares”), as follows: (i) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $17.00 over any 20 trading days within any consecutive 30 trading day period, 50% of the Earn-Out Shares will be issued; and (ii) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, the remaining 50% of the Earn-Out Shares will be issued.

Ambipar Share Ownership.   Ambipar will hold all of the outstanding New PubCo Class B Ordinary Shares (each carrying ten votes per share), which will give Ambipar control of approximately 95.8% of New PubCo’s voting power (excluding the Earn-Out Shares) in the minimum redemption scenario (i.e., assuming that none of HPX’s public shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their public shares, but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension); provided that the number of New PubCo Class B Ordinary Shares issuable to Ambipar will be adjusted downwards in an amount corresponding, at one share for every $10.00, to the transaction expenses incurred by Emergencia in excess of $9,500,000, if any, not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement. This percentage is calculated based on a number of assumptions and is subject to adjustment in accordance with the terms of the Business Combination Agreement. This percentage assumes that none of HPX’s existing shareholders exercise their redemption rights. This percentage does not reflect any transactions that may be entered into after the date hereof or any exercise or conversion of the New PubCo Warrants or the issuance of any Earn-Out Shares. If any of HPX’s public shareholders exercise redemption rights, or any of the other assumptions are not true, this percentage will be different. You should read “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Dual Class Stock.   Each holder of New PubCo Class A Ordinary Shares will be entitled to one vote per share and each holder of New PubCo Class B Ordinary Shares will be entitled to 10 votes per share on all matters submitted to them for a vote on all New PubCo Ordinary Shares voting together as a single class (which is the case for most matters). Each New PubCo Class B Ordinary Share is convertible into one New PubCo Class A Ordinary Share (as adjusted for share split, share combination and similar transactions occurring), whereas New PubCo Class A Ordinary Shares are not convertible into New PubCo Class B Ordinary Shares under any circumstances.

Emergencia and New PubCo.   As a result of the Business Combination, Emergencia will become a wholly-owned direct subsidiary of New PubCo.

Ambipar PIPE Financing.   Concurrently with the execution of the Business Combination Agreement, Ambipar has entered into a share subscription agreement (the “Ambipar Subscription Agreement”), pursuant to which Ambipar has committed (the “Ambipar PIPE Financing”) to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share. Ambipar may pay the $50.5 million subscription price in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to an agreement, dated as of July 5, 2022, between Ambipar and Emergencia (the “Ambipar Intercompany Loan Agreement”). Pursuant to the Investor Rights Agreement (as defined below), New

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PubCo has also granted Ambipar certain customary registration rights in connection with the Ambipar PIPE Financing, including “piggy-back” registration rights.

PIPE Financing.   Concurrently with the execution of the Business Combination Agreement, Opportunity Agro Fundo de Investimento em Participações Multiestratégia Investimento no Exterior (“Opportunity Agro Fund”) has entered into a share subscription agreement (the “Opportunity Subscription Agreement”) pursuant to which Opportunity Agro Fund has committed (the “Opportunity PIPE Financing”) to subscribe for and purchase New PubCo Class A Ordinary Shares. New PubCo has also granted Opportunity Agro Fund certain customary registration rights in connection with the Opportunity PIPE Financing, including “piggy-back” registration rights to include its New PubCo Class A Ordinary Shares in other registration statements filed by New PubCo subsequent to the Closing.

In addition to the Opportunity Subscription Agreement, concurrently with the execution of the Business Combination Agreement, HPX and New PubCo entered into certain other subscription agreements (together with the Opportunity Subscription Agreement, the “Subscription Agreements”) with certain investors (together with Opportunity Agro Fund, the “PIPE Investors”). For the avoidance of doubt, for purposes of this proxy statement/prospectus, the terms “PIPE Investor” and “Subscription Agreement” shall be deemed not to refer to Cygnus Fund Icon or the Cygnus Subscription Agreement (as defined below), respectively, assuming that Cygnus Fund Icon will exercise the Cygnus Option (as defined below) such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement (as defined below).

In addition to the Ambipar PIPE Financing, the PIPE Investors collectively committed to subscribe for and purchase, and New PubCo agreed to issue and sell to the PIPE Investors an aggregate of 11,150,000 New PubCo Class A Ordinary Shares, for aggregate gross proceeds of $111,500,000 (the “PIPE Financing”). The New PubCo Class A Ordinary Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New PubCo has also granted to the PIPE Investors certain customary registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination. In consideration of the agreements of such PIPE Investors set forth in the Subscription Agreements, New PubCo has agreed to issue to the PIPE Investors, on or promptly following Closing, (i) an aggregate of 2,567,500 New PubCo Warrants (2,280,000 of which being issued to Opportunity Agro Fund) and (ii) an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares (1,810,000 of which being issued to Opportunity Agro Fund). These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively. In addition, the PIPE Investors, together with the Non-Redeeming Shareholders and the XP Non-Redeeming Shareholder, are entitled to downside protection pursuant to the Downside Protection Agreements described below, which may provide them with the DPA Guaranteed Return for their respective DPA Protected Shares and which may also provide for downside protection in the form of a transfer of a certain number of New PubCo Class A Ordinary Shares from the Sponsor to the relevant investor, thereby further reducing the effective price paid by such investor for the New PubCo Class A Ordinary Shares.

Non-Redemption Agreements.   Further, certain shareholders of HPX owning, in the aggregate, 600,000 HPX Class A Ordinary Shares (the “Non-Redeeming Shareholders”), have agreed pursuant to certain Shareholder Non-Redemption Agreements, each dated as of July 5, 2022 (as amended from time to time, the “Non-Redemption Agreements”) to, among other things, vote those shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such Non-Redeeming Shareholders hold of record or beneficially. In consideration thereof, New PubCo agreed to issue to the Non-Redeeming Shareholders one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued on or promptly following the Closing, in each case per HPX Class A Ordinary Share voted and not redeemed as described in the preceding sentence. In addition, the Non-Redeeming Shareholders are entitled to downside protection pursuant to the Downside

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Protection Agreement described below. As of the date of the accompanying proxy statement/prospectus, the Sponsor and its affiliates (consisting of Mr. Marcos Peigo, Mr. Wolney Betiol and Ms. Salete Pinheiro, who are referred to herein collectively as the “Insiders”) and the Non-Redeeming Shareholders, who are subject to the voting obligations under the Sponsor Letter Agreement (as defined below) and the Non-Redemption Agreements, respectively, own approximately 74.3% and 7.1% of the issued and outstanding ordinary shares of HPX.

On December 8, 2022, HPX, New PubCo and Cygnus Fund Icon, one of the Non-Redeeming Shareholders, entered into an amended and restated Non-Redemption Agreement (the “Cygnus Non-Redemption Agreement”) as well as a Subscription Agreement (the “Cygnus Subscription Agreement”) on terms and conditions substantially consistent with those included in the Non-Redemption Agreements and the Subscription Agreements dated July 5, 2022; provided, however, that pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, Cygnus Fund Icon has been granted the option (the “Cygnus Option”), exercisable by Cygnus Fund Icon via written notice to be delivered to HPX and New PubCo no later than 10 calendar days prior to the HPX extraordinary general meeting of shareholders, either (i) to comply with the terms and conditions contained in the Cygnus Non-Redemption Agreement (including, among other things, to vote its 300,000 HPX Class A Ordinary Shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem its 300,000 HPX Class A Ordinary Shares), or (ii) not to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 New PubCo Class A Ordinary Shares to be issued by New PubCo pursuant to the Cygnus Subscription Agreement for aggregate gross proceeds of $3,000,000. The parties agreed to amend and restate such Non-Redemption Agreement as well as to enter into the Cygnus Subscription Agreement at the request of Cygnus Fund Icon in order to provide Cygnus Fund Icon with the option to make its investment in New PubCo either through the non-redemption of its HPX Class A Ordinary Shares or through a subscription of New PubCo Class A Ordinary Shares on terms and conditions substantially consistent with the other PIPE Investors. If Cygnus Fund Icon elects option (ii) above, in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Subscription Agreement, New PubCo has agreed to issue to Cygnus Fund Icon, on or promptly following Closing, (i) 75,000 New PubCo Warrants and (ii)13,200 additional New PubCo Class A Ordinary Shares.These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Cygnus Fund Icon to $9.58 per share. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Cygnus Fund Icon further to $9.49 per share. For all purposes, this proxy statement/​prospectus assumes that Cygnus Fund Icon is a Non-Redeeming Shareholder and not a PIPE Investor. For the avoidance of doubt, whether Cygnus Fund Icon chooses to be bound by the Cygnus Non-Redemption Agreement or by the Cygnus Subscription Agreement, (x) at Closing, Cygnus Fund Icon will be issued 300,000 New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants plus (y) in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Non-Redemption Agreement or the Cygnus Subscription Agreements, as the case may be, New PubCo has agreed to issue to Cygnus Fund Icon, at or promptly following the Closing, an additional 13,200 New PubCo Class A Ordinary Shares and 75,000 New PubCo Warrants, to be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. The New PubCo Class A Ordinary Shares to be issued pursuant to the Cygnus Subscription Agreement have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New PubCo has also granted to the Cygnus Fund Icon certain customary registration rights in connection with the Cygnus Subscription Agreement. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others.

XP Non-Redemption Agreement.   Similarly, Trend HPX SPAC FIA IE, represented by XP Allocation Asset Management Ltda., owning 1,297,400 HPX Class A Ordinary Shares (the “XP Non-Redeeming Shareholder”), entered into a certain non-redemption agreement with HPX and New PubCo (the “XP Non-Redemption Agreement”), pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it is the record and beneficial owner in connection with any extension sought on or prior to July 15, 2022 and (ii) New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued

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at or promptly following the Closing, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. In addition, the XP Non-Redeeming Shareholder may be entitled to downside protection rights pursuant to the terms and conditions set forth in the applicable Downside Protection Agreements described below.

Effect on Sponsor Recapitalization.   Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Downside Protection Agreements.   In connection with the Subscription Agreements, the Cygnus Subscription Agreement (as the case may be), the Non-Redemption Agreements and the XP Non-Redemption Agreement, the PIPE Investors, the Non-Redeeming Shareholders, the XP Non-Redeeming Shareholder (collectively, the “DPA Beneficiaries”), New PubCo, Ambipar and the Sponsor entered into certain downside protection agreements (as amended from time to time, the “Downside Protection Agreements”), pursuant to which the DPA Beneficiaries are provided with certain downside protection rights. Subject to the terms and conditions of the Downside Protection Agreements, the DPA Beneficiaries may receive, on a pro rata basis, an aggregate of up to 1,050,000 New PubCo Class A Ordinary Shares from the Sponsor or may sell a certain number of their respective New PubCo Class A Ordinary Shares to Ambipar, the Sponsor or to a third party in a block trade, in each case to occur no earlier than 30 months following the Closing, as detailed below:

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Each DPA Beneficiary is only eligible to receive such downside protection if it holds, on each day beginning on the Closing Date and until the 30-month anniversary of the Closing Date (the “DPA Measurement Period”), a number of New PubCo Class A Ordinary Shares representing at least 50% of the number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary immediately after Closing.

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In case an eligible DPA Beneficiary chooses to exercise its downside protection rights under the Downside Protection Agreements, (i) Ambipar is entitled to purchase from such DPA Beneficiary a number of New PubCo Class A Ordinary Shares equal to the lowest number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary during the DPA Measurement Period (the “DPA Protected Shares”), and (ii) if Ambipar does not purchase the DPA Protected Shares, then the Sponsor is entitled either (x) to purchase from such DPA Beneficiary the DPA Protected Shares or (y) to facilitate the sale of such DPA Beneficiary’s New PubCo Class A Ordinary Shares and New PubCo Warrants held as of the 30-month anniversary of the Closing Date in a block trade or on an underwritten basis to a third party pursuant to the terms of the Downside Protection Agreements (the “DPA Block Trade”).

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The purchase price payable by Ambipar or the Sponsor, as applicable, for the DPA Protected Shares of the relevant DPA Beneficiary is equal to an inflation-adjusted return (measured by the consumer price index) generated over the 30-month period following Closing and relative to the initial investment made by the relevant DPA Beneficiary pursuant to the relevant Subscription Agreement, Cygnus Subscription Agreement, Non-Redemption Agreement or XP Non-Redemption Agreement (the “DPA Guaranteed Return”).

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If the return generated by the block trade is below the DPA Guaranteed Return, the Sponsor is required to transfer, from the DPA Pro Rata Downside Protection Shares (as defined below) available

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to the relevant DPA Beneficiary, such number of shares in order for such DPA Beneficiary’s return to be equal to or as close as possible to the relevant DPA Guaranteed Return.

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If neither Ambipar nor the Sponsor acquires the relevant DPA Protected Shares or if a DPA Block Trade is not consummated or available, then, pursuant to the terms and conditions of the relevant Downside Protection Agreement, the Sponsor shall transfer to the relevant DPA Beneficiary the applicable number of DPA Pro Rata Downside Protection Shares.

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Under the terms of the Downside Protection Agreements, the maximum aggregate number of New PubCo Class A Ordinary Shares that may be transferred by the Sponsor to the DPA Beneficiaries is 1,050,000 New PubCo Class A Ordinary Shares (the “DPA Pro Rata Downside Protection Shares”), including: (i) 808,500 to Opportunity Agro Fund, (ii) 24,150 to XP Gestão de Recursos Ltda., (iii) 14,490 to Cygnus Fund Icon, (iv) 4,830 to Gannett Peek Limited, (v) 9,660 to Genome Fund Inc, (vi) 4,830 to Tuchola Investments Inc., (vii) 9,732 to Constellation Master Fundo de Investimento de Ações, (viii) 8,163 to Constellation Qualificado Master Fundo de Investimento de Ações, (ix) 8,670 to Const Brazil US Fund LP and (x) 62,664 to XP Allocation Asset Management Ltda.

For the avoidance of doubt, New PubCo will not issue any New PubCo Ordinary Shares in connection with the Downside Protection Agreements and the transactions contemplated in the Downside Protection Agreements will not have any dilutive effect on holders of New PubCo Ordinary Shares.

Post-Closing Ownership by Sponsor and Its Affiliates.   It is anticipated that, upon completion of the Business Combination, (i) our Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) will own approximately 3.4% of the issued and outstanding New PubCo Ordinary Shares (excluding New PubCo Warrants), (ii) our public shareholders (for the avoidance of doubts, excluding the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)) will own approximately 3.9% of the issued and outstanding New PubCo Ordinary Shares, (iii) the PIPE Investors will own approximately 22.9% of the issued and outstanding New PubCo Ordinary Shares, and (iv) Ambipar will own approximately 69.8% (excluding the Earn-Out Shares) of the issued and outstanding New PubCo Ordinary Shares. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that none of HPX’s existing shareholders exercise their redemption rights. These percentages do not include any exercise or conversion of the New PubCo Warrants. If any of HPX’s public shareholders exercise redemption rights, or any of the other assumptions are not true, these percentages will be different. You should read “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Other Proposals at the Extraordinary General Meeting.   In addition to the Business Combination Proposal, you will also be asked to consider and vote upon: (a) two separate proposals to approve, by way of special resolutions, the plans of merger, copies of which are attached to the accompanying proxy statement/​prospectus as Annex B and Annex C, in relation to the First Merger and the Second Merger, respectively (collectively, the “Merger Proposals”); (b) three separate proposals (collectively, the “Governing Documents Proposals”) to approve, by ordinary resolution, certain material differences between the amended and restated memorandum and articles of association of New PubCo to be in effect following the Business Combination, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (collectively, the “Proposed Governing Documents”), and the existing amended and restated memorandum and articles of association of HPX (collectively, the “Existing Governing Documents”); and (c) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, for one or more of the Adjournment Purposes (as defined below), which is referred to herein as the “Adjournment Proposal.” Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of the public shares such that the condition to

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consummation of the Business Combination that the aggregate cash in the trust account (after deducting any amounts to be paid to HPX shareholders that exercise their redemption rights in connection with the Business Combination), together with the net proceeds received by New PubCo in cash or in kind from the issuance and sale of an aggregate of 16,200,000 New PubCo Ordinary Shares pursuant to the Ambipar Subscription Agreement and the Subscription Agreements, equal to no less than $168,000,000, of which up to $50.5 million could be in the form of the conversion into equity of a portion of the intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement (without considering any payment of Business Combination related transaction expenses) would not be satisfied (such condition, the “Minimum Available Cash Condition”) (clauses (i), (ii), and (iii), collectively the “Adjournment Purposes”). In no event, however, will we redeem HPX Class A Ordinary Shares in an amount that would cause HPX’s net tangible assets to be less than $5,000,001.

Certain Agreements Related to the Business Combination.   In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the Voting and Support Agreement, the Ambipar Subscription Agreement, the Subscription Agreements, Cygnus Subscription Agreement, the Non-Redemption Agreements, the Cygnus Non-Redemption Agreement, the XP Non-Redemption Agreement, the Sponsor Letter Agreement, the Contribution Agreement, the Investor Rights Agreement, the Articles of New PubCo, the Downside Protection Agreements, the Cost Sharing Agreement and the Trademark Licensing Agreement (each as defined in the accompanying proxy statement/prospectus). See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.

Closing Conditions.   Under the Business Combination Agreement, the closing of the Business Combination is subject to the satisfaction or waiver of a number of customary closing conditions, including, among others, (i) HPX having net tangible assets of at least $5,000,001 following the exercise by the holders of the HPX Class A Ordinary Shares issued in HPX’s initial public offering and outstanding immediately before the First Effective Time of their right to redeem their HPX Class A Ordinary Shares in accordance with the Existing Governing Documents, (ii) the absence of any material adverse effect (as defined in the Business Combination Agreement), (iii) HPX shareholders having approved the Business Combination Proposal and each of the other proposals presented to HPX shareholders in this proxy statement/​prospectus and (vi) the Minimum Available Cash Condition.

NYSE American Listing.   The HPX Class A Ordinary Shares and HPX Public Warrants and units are currently listed on NYSE American under the symbols “HPX,” “HPX.WS” and “HPX.U,” respectively.

NYSE Listing.   New PubCo has applied to list its New PubCo Class A Ordinary Shares and New PubCo Warrants on the NYSE under the symbols “AMBI” and “AMBIWS,” respectively, in connection with the closing of the Business Combination. We cannot assure you that the New PubCo Class A Ordinary Shares or the New PubCo Warrants will be approved for listing on the NYSE. Each of HPX and Emergencia is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and, following the Business Combination, New PubCo will be, an “emerging growth company.” As such, New PubCo has elected to comply with certain reduced public company reporting requirements.

Controlled Company.   In addition, upon completion of the Business Combination, New PubCo will be a “controlled company” within the meaning of the NYSE corporate governance standards and eligible to take advantage of exemptions from certain NYSE corporate governance standards. For more information, see “Summary of the Proxy Statement/Prospectus — Controlled Company and Foreign Private Issuer.”

Redemption Rights.   Pursuant to the Existing Governing Documents, an HPX shareholder may request that HPX redeem all or a portion of their public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and HPX Warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and HPX Warrants, or if a holder holds units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), HPX’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental

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in order to validly redeem its shares. HPX shareholders may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank. If the Business Combination is consummated, and if an HPX shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms to Continental, HPX will redeem such public shares (or portion thereof, as applicable) for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of HPX’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of December 2, 2022, based on funds contained in the trust account of approximately $21.9 million, this would have amounted to approximately $10.06 per issued and outstanding public share. If an HPX shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. See “The Extraordinary General Meeting of HPX Shareholders — Redemption Rights” in the accompanying proxy statement/​prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash. Notwithstanding the foregoing, an HPX shareholder, together with any affiliate of such public shareholder or any other person with whom such HPX shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if an HPX shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such excess public shares would be converted into the merger consideration in connection with the Business Combination.

Ambipar Board Approval.   Concurrently with the execution of the Business Combination Agreement, Ambipar’s board of directors approved the Business Combination and agreed to perform the Pre-Closing Exchange in a first step, and, subject to completion of all conditions precedent under the Business Combination Agreement, the Closing, including the exchange of Merger Sub Ordinary Shares for New PubCo Class B Ordinary Shares, which will carry voting rights in the form of 10 votes per share.

Sponsor Letter Agreement.   In connection with the entry into the Business Combination Agreement, HPX, New PubCo, Emergencia, the Sponsor and each of the Insiders entered into an agreement, dated as of July 5, 2022 (the “Sponsor Letter Agreement”), attached hereto as Annex E, pursuant to which, among other things, the parties thereto have agreed (i) to amend and restate in its entirety the sponsor letter agreement dated as of July 15, 2020 by and among HPX, the Sponsor and the other parties thereto, (ii) that the Sponsor and Insiders will not redeem any outstanding Founder Shares in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX is required to consummate its initial business combination, (iii) that the Sponsor and Insiders will be present for the relevant meetings and vote all of their Founder Shares in favor of the Business Combination Agreement, the transactions contemplated pursuant thereto and the other matters contemplated to be approved in the Business Combination Agreement, including an extension of the deadline by which HPX must complete its business combination, (iv) that, prior to the Closing, the Sponsor and Insiders will not transfer any Founder Shares or HPX Private Placement Warrants except as permitted thereby, and (v) that, immediately prior to the consummation of the First Merger (but subject to the prior satisfaction or waiver of all conditions to the consummation of the transactions set forth in the Business Combination Agreement), the Sponsor and Insiders shall effect the Sponsor Recapitalization described below. In addition, conditioned upon the consummation of the Mergers, the Sponsor and Insiders waived certain anti-dilution provisions contained in the Existing Governing Documents. See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination — Sponsor Letter Agreement” in the accompanying proxy statement/prospectus for more information related to the Sponsor Letter Agreement.

Sponsor Recapitalization.   Pursuant to the Sponsor Letter Agreement, the initial shareholders have agreed to contribute, transfer, assign, convey and deliver to HPX, and HPX will acquire and accept from the initial shareholders, all of initial shareholders’ right, title and interest in, to and under each of their 6,305,000 outstanding HPX Class B Ordinary Shares (6,245,000 of which are held by the Sponsor) and each of the 7,060,000 HPX Private Placement Warrants to purchase one HPX Class A Ordinary Share (all such HPX Private Placement Warrants are held by the Sponsor), and in exchange therefore, HPX will issue (x) to

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the Sponsor 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) and 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens, and (y) to each Insider a number of HPX Class A Ordinary Shares equal to the number of Founder Shares held by such Insider as of the date of the Sponsor Letter Agreement, each free and clear of liens, such that, immediately prior to the First Effective Time, there shall cease to be outstanding any HPX Class B Ordinary Shares. We refer to this series of transactions as the “Sponsor Recapitalization.”

Investor Rights Agreement.   In addition, concurrently with the execution of the Business Combination Agreement, New PubCo, the Sponsor, Ambipar, Opportunity Agro Fund and certain other shareholders of HPX entered into an Investor Rights Agreement (the “Investor Rights Agreement”), which will become effective as of the Closing and will amend and restate, effective as of Closing, in its entirety HPX’s existing Registration Rights Agreement, dated as of July 15, 2020, by and among HPX, the Sponsor, and each of HPX’s independent directors.

Registration Rights.   Pursuant to the registration rights provisions of the Investor Rights Agreement, the Sponsor and certain holders of registrable securities (as defined in the accompanying proxy statement/​prospectus) will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations, so long as such demand includes a number of registrable securities with a total offering price in excess of $75,000,000, net of all underwriting discounts and commissions. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New PubCo shall not be required to conduct more than an aggregate total of eight underwritten offerings or an aggregate of four underwritten offerings in any 12-month period. In addition, certain holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing. New PubCo has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective no later than the earlier of 60 days of the Closing if the SEC notifies New PubCo that it will not review the registration statement or 90 days if the SEC notifies New PubCo that it will review the registration statement.

Lock-Up.   In addition, pursuant to the Investor Rights Agreement, signatories thereof agreed to certain transfer restrictions on their respective equity interests in New PubCo, in the case of certain directors of HPX, for a period of one year following the Closing Date, and, in the case of Ambipar and the Sponsor, for a period of three years following the Closing Date, in each case, subject to the following exceptions of permitted transfers (i) in the case of a transfer to a permitted transferee, if such New PubCo shareholder provides written notice to New PubCo or (ii) (A) if such New PubCo shareholder is an individual, by virtue of laws of descent and distribution upon death of the individual, (B) if such New PubCo shareholder is an individual, pursuant to a qualified domestic relations order, (C) pursuant to any liquidation, merger, share exchange or similar transaction (other than the Mergers) which results in all of New PubCo’s shareholders having the right to exchange their New PubCo Ordinary Shares or other equity securities of New PubCo for cash, securities or other property; provided that in connection with any transfer of such securities pursuant to clause (ii) above, (x) such New PubCo shareholder shall, and shall cause any such transferee of his, her or its Lock-Up Securities (as defined in the Investor Rights Agreement), to enter into a written agreement, in form and substance reasonably satisfactory to New PubCo, agreeing to be bound by the Lock-up Agreement prior and as a condition to the occurrence of such transfer, and (y) that such transferee shall have no rights under the Investor Rights Agreement, unless they are a permitted transferee according to the terms of the Investor Rights Agreement, in which case, as a condition to such transfer, the transferee shall be required to become a party to the Investor Rights Agreement.

Advisory Executive Committee.   Furthermore, pursuant to the Investor Rights Agreement, the board of directors of New PubCo will establish an advisory executive committee comprised of up to four members to advise the board of directors of New PubCo, of which (i) one member will be designated by Opportunity Agro Fund, for as long as Opportunity Agro Fund is entitled under the terms of the Proposed Governing

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Documents to appoint a member of the board of directors and effectively appoints such member; (ii) one member will be designated by the Sponsor, for as long as the Sponsor is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member; and (iii) two members will be designated by Ambipar, for as long as Ambipar is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member.

See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination — Investor Rights Agreement” in the accompanying proxy statement/prospectus for more information related to the Investor Rights Agreement.

Proxy Statement/Prospectus.   We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all HPX shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 105 of the accompanying proxy statement/prospectus.

Board Recommendation.   After careful consideration, the board of directors of HPX has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” each of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal. When you consider the recommendation of these proposals by the board of directors of HPX, you should keep in mind that HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Merger Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Your vote is very important.   Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO

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RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, HPX’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of HPX’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

           , 2023

Sincerely,

Bernardo Hees and Rodrigo Xavier
Co-Chairmen of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated and is first being mailed to shareholders on or about       , 2023.

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TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS	1
CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS	1
FREQUENTLY USED TERMS	1
FINANCIAL STATEMENT PRESENTATION	13
IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES	15
EXCHANGE RATE PRESENTATION	17
INDUSTRY AND MARKET DATA	18
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS; MARKET AND OTHER INDUSTRY DATA	20
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION	23
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	49
SELECTED HISTORICAL FINANCIAL DATA OF EMERGENCIA	93
SELECTED HISTORICAL FINANCIAL DATA OF HPX	100
UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF HPX AND EMERGENCIA	102
RISK FACTORS	105
THE EXTRAORDINARY GENERAL MEETING OF HPX SHAREHOLDERS	185
PROPOSALS TO BE CONSIDERED BY HPX’S SHAREHOLDERS	196
BUSINESS COMBINATION PROPOSAL	196
THE BUSINESS COMBINATION AGREEMENT	232
CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION	252
MERGER PROPOSALS	258
MERGER PROPOSAL 2A — APPROVAL OF THE FIRST PLAN OF MERGER	259
MERGER PROPOSAL 2B — APPROVAL OF THE SECOND PLAN OF MERGER	261
GOVERNING DOCUMENTS PROPOSALS	263
GOVERNING DOCUMENTS PROPOSAL 3A — APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED SHARE CAPITAL, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS	266
GOVERNING DOCUMENTS PROPOSAL 3B — APPROVAL OF METHOD TO APPOINT AND ELECT DIRECTORS	268
GOVERNING DOCUMENTS PROPOSAL 3C — APPROVAL OF OTHER CHANGES IN CONNECTION WITH THE ADOPTION OF THE PROPOSED GOVERNING DOCUMENTS	270
ADJOURNMENT PROPOSAL	272
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	273
U.S. FEDERAL INCOME TAX CONSIDERATIONS	304
CAYMAN ISLANDS TAX CONSIDERATIONS	313
BUSINESS OF HPX	314
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HPX	330
BUSINESS OF EMERGENCIA	337

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF EMERGENCIA	363
CERTAIN HPX RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	382
CERTAIN EMERGENCIA RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	388
NEW PUBCO MANAGEMENT FOLLOWING THE BUSINESS COMBINATION	390
EXECUTIVE COMPENSATION	397
DESCRIPTION OF NEW PUBCO SHARE CAPITAL	398
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS	412
DESCRIPTION OF NEW PUBCO WARRANTS	422
PRICE RANGE OF SECURITIES AND DIVIDENDS	429
SHARES ELIGIBLE FOR FUTURE SALE	430
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	433
ANNUAL MEETINGS OF SHAREHOLDERS; SEC PROXY RULES	438
ADDITIONAL INFORMATION	439
WHERE YOU CAN FIND MORE INFORMATION	442
INDEX OF FINANCIAL STATEMENTS	F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS	II-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”), by Ambipar Emergency Response (“New PubCo”) (File No.333-268795), constitutes a prospectus of New PubCo under Section 5 of the Securities Act of 1933, as amended, with respect to the New PubCo Class A Ordinary Shares (as defined below) to be issued to HPX Corp. (“HPX”) shareholders, as well as the New PubCo Warrants to be issued to HPX warrantholders if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the extraordinary general meeting of HPX shareholders at which HPX shareholders will be asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination, among other matters.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

•

“$,” “US$” and “U.S. dollar” each refer to the United States dollar; and

•

“R$” and “reais” each refer to the Brazilian real.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “Emergencia” refers to Emergência Participações S.A., a sociedade anônima organized under the laws of Brazil, the term “HPX” refers to HPX Corp., a Cayman Island exempted company, and the term “New PubCo” refers to Ambipar Emergency Response, a Cayman Islands exempted company.

All references to “we,” “us” or “our” refer to HPX, unless the context otherwise requires or as specified in certain sections or subsections of this proxy statement/prospectus, including, “Risk Factors,” “Business of Emergencia” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia,” as indicated therein, in which case, “we,” “us,” or “our” refer to Emergencia and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New PubCo and its subsidiaries following the consummation of the Business Combination.

In this document:

“Additional Extension” means any extension of the deadline by which HPX must complete its initial business combination other than the Initial Extension or the Second Extension.

“Adjournment Proposal” means a proposal for the HPX extraordinary general meeting of shareholders to approve the adjournment of the extraordinary general meeting of the shareholders of HPX to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote at such extraordinary general meeting or public shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition to the obligation to closing of the Business Combination would not be satisfied.

“Adjournment Purposes” means the following purposes to adjourn the extraordinary general meeting of the shareholders of HPX to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of the public shares such that the condition to consummation of the Business Combination that the aggregate cash in the Trust Account (after deducting any amounts to be paid to HPX shareholders that exercise their redemption rights in connection with the Business Combination), together with the net proceeds received by New PubCo, in cash or in kind, from the issuance and sale of an aggregate of 16,200,000 New PubCo Ordinary Shares

pursuant to the Ambipar Subscription Agreement and the Subscription Agreements, equal no less than $168,000,000 (without considering any payment of Business Combination related transaction expenses) would not be satisfied.

“Ambipar” means Ambipar Participações e Empreendimentos S.A., a sociedade anônima organized under the laws of Brazil.

“Ambipar Group” means, collectively, Ambipar and all of its subsidiaries prior to the Business Combination.

“Ambipar Intercompany Loan Agreement” means a loan agreement dated as of July 5, 2022, by and between Ambipar and Emergencia, pursuant to which Ambipar formalized the disbursement to Emergencia of an aggregate amount in Brazilian reais equivalent to $50.5 million as a loan.

“Ambipar PIPE Financing” means Ambipar’s commitment to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share, which may be paid by Ambipar in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement.

“Ambipar Subscription Agreement” means the subscription agreement dated as of July 5, 2022, by and among Ambipar, New PubCo and HPX.

“Ambipar USA” means Ambipar Holding USA, Inc., a Delaware corporation and Emergencia’s wholly owned subsidiary.

“Articles” means the amended and restated memorandum and articles of association of New PubCo that will be in effect upon the Closing of the Business Combination.

“Available Cash” means an amount equal to the sum of, immediately prior to the Closing, (i) the amount of cash and cash equivalents available to be released from the Trust Account (after giving effect to all payments to HPX shareholders that exercise their redemption rights in connection with the Business Combination or any Extension), plus (ii) the net amount of proceeds actually received by New PubCo pursuant to the PIPE Financing, plus (iii) the Ambipar PIPE Financing.

“B3” means B3 S.A. — Brasil, Bolsa, Balcão, the Brazilian stock exchange.

“BDO” means BDO RCS Auditores Independentes SS, an independent registered public accounting firm.

“BofA Securities” means BofA Securities, Inc.

“broker non-vote” means the failure of an HPX shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“BRZ” means BRZ Advogados.

“Business Combination” means the Mergers and the other transactions contemplated by the Business Combination Agreement, collectively, including the PIPE Financing.

“Business Combination Agreement” means the Business Combination Agreement, dated as of July 5, 2022, as may be amended, supplemented, or otherwise modified from time to time, by and among HPX, New PubCo, Merger Sub, Emergencia and Ambipar.

“Business Combination Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to approve the adoption of the transactions contemplated by the Business Combination Agreement.

“Carey Olsen” means Carey Olsen Cayman Limited.

“Central Bank” means the Banco Central do Brasil, or Brazilian Central Bank.

2

“Change in Authorized Share Capital Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, in particular a change in the authorized share capital of New PubCo.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the day of the Closing.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Code of Ethics” means HPX’s code of ethics and business conduct applicable to its directors, officers and employees.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Constellation” means, collectively, Constellation Master Fundo de Investimento de Ações, Constellation Qualificado Master Fundo de Investimento de Ações and Const Brazil US Fund LP.

“Continental” refers to Continental Stock Transfer & Trust Company.

“Contribution Agreement” means the contribution agreement entered into and among Ambipar and Merger Sub, pursuant to which, Ambipar agreed to give effect to the Pre-Closing Exchange, after which Emergencia will become a wholly-owned subsidiary of Merger Sub.

“Cost Sharing Agreement” means a certain cost sharing agreement to be entered into by and among Ambipar, Emergencia and certain of its subsidiaries prior to the First Effective Time, but effective as of Closing, pursuant to which Ambipar will agree to provide certain shared support services to Emergencia and certain of its subsidiaries under and pursuant to the terms and conditions set forth therein.

“COVID-19” or the “COVID-19 pandemic” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or other epidemics, pandemics or disease outbreaks.

“Credit Suisse” means Credit Suisse Securities (USA) LLC.

“Current Taxable Year” means the taxable year ended December 31, 2022.

“Cygnus Non-Redemption Agreement” means the amended and restated Non-Redemption Agreement, dated December 8, 2022, entered into by and among HPX, New PubCo and Cygnus Fund Icon.

“Cygnus Option” means the option granted to Cygnus Fund Icon pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, exercisable by Cygnus Fund Icon via written notice to be delivered to HPX and New PubCo no later than 10 calendar days prior to HPX extraordinary general meeting of shareholders, either (i) to comply with the terms and conditions contained in the Cygnus Non-Redemption Agreement (including, among other things, to vote its 300,000 HPX Class A Ordinary Shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem its 300,000 HPX Class A Ordinary Shares), or (ii) not to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 New PubCo Class A Ordinary Shares to be issued by New PubCo pursuant to the Cygnus Subscription Agreement.

“Cygnus Subscription Agreement” means the Subscription Agreement, dated December 8, 2022, entered into by and among HPX, New PubCo and Cygnus Fund Icon.

“Debentures” means, collectively, the debentures issued under the First Issuance of Debentures and the Second Issuance of Debentures.

“Deeds of Debentures” means, collectively, the First Deed of Debentures and the Second Deed of Debentures.

“Default PFIC Regime” means special rules to which a U.S. Holder will generally be subject if HPX or New PubCo is determined to be a PFIC for any taxable year (or portion thereof) that is included in such U.S. Holder’s holding period in New PubCo Class A Ordinary Shares.

3

“Downside Protection Agreements” means certain downside protection agreements, as amended from time to time, entered into by and among Emergencia, the Sponsor, Ambipar and the DPA Beneficiaries in connection with the Subscription Agreements, the Ambipar Subscription Agreement, the Non-Redemption Agreements and the XP Non-Redemption Agreement, as applicable.

“DPA Beneficiaries” means the PIPE Investors, the Non-Redeeming Shareholders and the XP Non-Redeeming Shareholder, each of which has executed a Downside Protection Agreement.

“DPA Block Trade” means the sale of a DPA Beneficiary’s New PubCo Class A Ordinary Shares and New PubCo Warrants held as of the 30-month anniversary of the Closing Date in a block trade or on an underwritten basis to a third party pursuant to the terms of the Downside Protection Agreements.

“DPA Guaranteed Return” means an inflation-adjusted return (measured by the consumer price index) generated over the 30-month period following Closing and relative to the initial investment made by the relevant DPA Beneficiary pursuant to the relevant Subscription Agreement, Cygnus Subscription Agreement, Non-Redemption Agreement or XP Non-Redemption Agreement.

“DPA Measurement Period” means the period beginning on the Closing Date and ending on the day of the 30-month anniversary of the Closing Date.

“DPA Pro Rata Downside Protection Shares” means the maximum aggregate number of 1,050,000 New PubCo Class A Ordinary Shares that may be transferred by the Sponsor to the DPA Beneficiaries under the Downside Protection Agreements.

“DPA Protected Shares” means, in relation to each DPA Beneficiary, a number of New PubCo Class A Ordinary Shares equal to the lowest number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary during the DPA Measurement Period.

“DTC” means the Depository Trust Company.

“EarlyBird” means EarlyBirdCapital, Inc.

“Earn-Out Shares” means up to an additional 11,000,000 newly issued New PubCo Class B Ordinary Shares to be issued to Ambipar, subject to the terms and conditions of the Business Combination Agreement.

“Emergencia LOI” means the Letter of Intent, dated as of February 8, 2022, by and among Sponsor, HPX and Emergencia.

“Emergencia Ordinary Shares” means the ordinary shares, no par value per share, of Emergencia.

“Engagement Letter” means the placement agency engagement letter by and between HPX, Ambipar and Credit Suisse dated March 24, 2022.

“EU” means the European Union.

“Excess Shares” means the public shares in excess of 15% of the public shares held in the aggregate by a public shareholder, together with his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Governing Documents” means the amended and restated memorandum and articles of association of HPX.

“Extension” means the Initial Extension, the Second Extension or any Additional Extension.

“Extension Amendments” means, collectively, the Initial Extension Amendment and the Second Extension Amendment.

“extraordinary general meeting” means the extraordinary general meeting of HPX to be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at Avenida Brigadeiro Faria Lima, 3311,

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7th Floor, 04538-133, São Paulo, São Paulo, Brazil, and online via live webcast, at 9:00 a.m., Eastern Time, on            , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

“F Reorganization” means a mere change in identity, form, or place of organization of one corporation, however effected, pursuant to Section 368(a)(1)(F) of the Code.

“First Deed of Debentures” means the deed of debentures governing the First Issuance of Debentures, dated as of February 11, 2022, entered into by and among Emergencia, Oliveira Trust Distribuidora de Títulos e Valores Mobiliários, as trustee, and Ambipar and Environmental ESG Participações S.A., as guarantors.

“First Effective Time” means the time at which the First Merger becomes effective.

“First Issuance of Debentures” means the issuance by Emergencia, on February 15, 2022, of an aggregate principal amount of R$335.5 million in a single series of 335,500 unsecured, non-convertible debentures due February 15, 2028, pursuant to the First Deed of Debentures.

“First Merger” means the merger of HPX with and into New PubCo pursuant to the Business Combination Agreement, with New PubCo as the surviving entity.

“First Plan of Merger” means the plan of merger pursuant to which HPX will be merged with and into New PubCo, with New PubCo as the surviving entity.

“First Plan of Merger Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to authorize the First Merger and authorize, approve and confirm, in all respects, the First Plan of Merger.

“Founder Shares” means the HPX Class B Ordinary Shares.

“Governing Documents Proposals” means the Change in Authorized Share Capital Proposal (or Governing Documents Proposal A), the Method to Appoint and Elect Directors Proposal (or Governing Documents Proposal B) and the Other Changes to the Governing Documents Proposal (or Governing Documents Proposal C).

“Governmental Entity” means: (a) any federal, provincial, state, local, municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body; (b) any self-regulatory organization; or (c) any political subdivision of any of the foregoing.

“Group Companies” means Emergencia and all of its direct and indirect subsidiaries.

“GT” means Greenberg Traurig, LLP.

“HPX Board” means the board of directors of HPX.

“HPX Class A Ordinary Shares” means HPX’s Class A ordinary shares, par value $0.0001 per share.

“HPX Class B Ordinary Shares” means HPX’s Class B ordinary shares, par value $0.0001 per share.

“HPX Ordinary Shares” means the HPX Class A Ordinary Shares and the HPX Class B Ordinary Shares, collectively.

“HPX Private Placement Warrants” means the warrants to purchase HPX Class A Ordinary Shares purchased in a private placement in connection with the IPO.

“HPX Public Warrants” means the warrants included in the units sold in HPX’s IPO, each of which is exercisable for one HPX Class A Ordinary Share, in accordance with its terms.

“HPX Restricted Stock Unit” means any restricted stock unit in respect of HPX Class A Ordinary Shares.

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“HPX Securities” means HPX’s units, the HPX Class A Ordinary Shares and HPX Public Warrants that are currently listed on the NYSE American under the symbols “HPX.U,” “HPX,” and “HPX.WS,” respectively.

“HPX shareholders” means the holders of HPX Ordinary Shares.

“HPX warrantholders” means holders of HPX Public Warrants and HPX Private Placement Warrants.

“HPX Warrants” means the HPX Public Warrants and the HPX Private Placement Warrants.

“IASB” means the International Accounting Standards Board.

“IFRS” means International Financial Reporting Standards, as issued by the IASB.

“Initial Extension” means the extension of the deadline by which HPX must complete its initial business combination from July 20, 2022 to November 20, 2022.

“Initial Extension Amendment” means an amendment to the Existing Governing Documents to give effect to the Initial Extension.

“initial shareholders” means the Sponsor and the Insiders, holders of HPX Class B Ordinary Shares.

“Insiders” means HPX’s independent directors, Mr. Marcos Peigo, Mr. Wolney Betiol and Ms. Salete Pinheiro.

“Interim Period” means the period starting on the date of the Business Combination Agreement until the earlier of the Second Effective Time or the termination of the Business Combination Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Rights Agreement” means the Investor Rights Agreement, dated as of July 5, 2022, by and among New PubCo, the Sponsor, Ambipar and certain persons named therein, pursuant to which that certain Registration Rights Agreement, dated as of July 15, 2020, shall be amended and restated in its entirety, as of the Closing.

“IPO” means HPX’s initial public offering of units, consummated on July 20, 2020.

“IPO Underwriting Agreement” means the underwriting agreement in connection with the IPO, entered into by and between HPX and Credit Suisse, dated as of July 15, 2020.

“IRS” means the Internal Revenue Service for the United States federal government.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“KPMG” means KPMG Assessores Ltda.

“Legal Requirements” means any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, order, assessment, writ or other legal requirement, administrative policy or guidance, collective bargaining agreement or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

“management” or our “management team” means the officers of HPX, the officers of Emergencia, or the officers of Ambipar, respectively, as the context requires.

“Maples” means Maples and Calder (Cayman) LLP.

“Marcum” means Marcum LLP.

“Mattos Filho” means Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados.

“Merger Proposals” means the First Plan of Merger Proposal (or Merger Proposal 2A) and the Second Plan of Merger Proposal (or Merger Proposal 2B).

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“Mergers” means the First Merger and Second Merger.

“Merger Sub” means Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands.

“Merger Sub Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Merger Sub.

“Method to Appoint and Elect Directors Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, in particular with respect to the method of appointment and election of directors to the board of directors of New PubCo.

“Minimum Available Cash Condition” means the condition that Available Cash shall be greater than or equal to $168,000,000, of which up to $50.5 million could be in the form of the conversion into equity of a portion of the intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement.

“Morrow Sodali” means Morrow Sodali LLC, HPX’s proxy solicitor.

“New PubCo Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of New PubCo.

“New PubCo Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of New PubCo which will carry voting rights in the form of 10 votes per share of New PubCo.

“New PubCo Equity Plan” means the omnibus equity incentive plan to be established by New PubCo pursuant to the terms set forth in the Business Combination Agreement, effective as of (and contingent on) Closing.

“New PubCo Ordinary Shares” means the New PubCo Class A Ordinary Shares and the New PubCo Class B Ordinary Shares, collectively.

“New PubCo Private Placement Warrants” means the HPX Private Placement Warrants, as converted in the First Merger such that they represent the right to acquire the same number of New PubCo Class A Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the First Effective Time.

“New PubCo Public Warrant” means the HPX Public Warrants, as converted in the First Merger such that they represent the right to acquire the same number of New PubCo Class A Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the First Effective Time.

“New PubCo Securities” means the New PubCo Ordinary Shares and New PubCo Warrants.

“New PubCo Warrants” means the warrants, issued by HPX, to acquire HPX Class A Ordinary Shares that are outstanding immediately prior to the First Effective Time, as converted in the First Merger such that they represent the right to acquire the same number of New PubCo Class A Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the First Effective Time.

“Non-Redeeming Shareholders” means Genome Fund Inc., Gannet Peek Ltd. (represented by Baraterre Limited and Tarpumbay Limited) and Cygnus Fund Icon (represented by Deltec Fund Governors Ltd.), shareholders of HPX owning, in the aggregate, 600,000 of the outstanding HPX Class A Ordinary Shares.

“Non-Redemption Agreements” means certain shareholder non-redemption agreements, dated as of July 5, 2022, as amended from time to time by HPX, New PubCo and the Non-Redeeming Shareholders, (including the Cygnus Non-Redemption Agreement), under which, among other things, such Non-Redeeming Shareholders have agreed to vote in favor of any Extension and the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such shareholder holds of record or beneficially.

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“NSIA” means the United Kingdom National Security and Investment Act 2021.

“NYSE” means either the New York Stock Exchange or NYSE American, as applicable. New PubCo is expected to apply to list the New PubCo Class A Ordinary Shares and the New PubCo Warrants on NYSE American if it does not meet the New York Stock Exchange listing standards at Closing.

“NYSE American” means NYSE American LLC.

“Opportunity Agro Fund” means Opportunity Agro Fundo de Investimento em Participações Multiestratégia Investimento no Exterior.

“Opportunity PIPE Financing” means Opportunity Agro Fund’s commitment to subscribe for and purchase 10,000,000 New PubCo Class A Ordinary Shares on the terms and conditions set forth in the Opportunity Subscription Agreement otherwise described in this proxy statement/prospectus.

“Opportunity Subscription Agreement” means the subscription agreement entered into by and between Opportunity Agro Fund, New PubCo and HPX, dated as of July 5, 2022.

“Options” means non-qualified stock options that New PubCo may grant pursuant to the New PubCo Equity Plan.

“Other Changes to the Governing Documents Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to approve the principal differences between the Existing Governing Documents and the Proposed Governing Documents, in particular with respect to the changes in connection with the adoption of the Proposed Governing Documents other than those being considered and voted under the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal.

“Parties” means HPX, New PubCo, Merger Sub, Emergencia and Ambipar, as parties to the Business Combination Agreement.

“PCAOB” means the Public Company Accounting Oversight Board.

“Per Share Merger Consideration” means a number of validly issued, fully paid and nonassessable New PubCo Class B Ordinary Shares equal to (i) the quotient equal to (x) $345,419,903 (as adjusted downwards by any transaction expenses incurred by Emergencia in excess of $9,500,000 not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement) divided by (y) the number of Merger Sub Ordinary Shares outstanding immediately prior to the Second Effective Time after giving effect to the Pre-Closing Exchange divided by (ii) $10.00.

“PFIC” means passive foreign investment company as defined in the Code.

“PIPE Financing” means the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for and purchase an aggregate of 11,150,000 New PubCo Class A Ordinary Shares on the terms and conditions otherwise described in this proxy statement/prospectus.

“PIPE Investors” means the investors (including Opportunity Agro Fund) participating in the PIPE Financing, collectively. For the avoidance of doubt, for purposes of this proxy statement/prospectus, the term “PIPE Investor” shall be deemed not to refer to Cygnus Fund Icon, assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement.

“Plans of Merger” means the plans of merger pursuant to which (i) HPX will be merged with and into New PubCo, with New PubCo as the surviving entity, and (ii) Merger Sub will be merged with and into New PubCo, with New PubCo as the surviving entity.

“Pre-Closing Exchange” means the contribution that Ambipar will complete prior to the First Effective Time, pursuant to which Ambipar will contribute its Emergencia Ordinary Shares to Merger Sub in exchange for newly issued Merger Sub Ordinary Shares.

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“Projections” means the unaudited projected financial information internally prepared by management of Emergencia and provided to the HPX Board in connection with its consideration of the potential business combination.

“Proposed Governing Documents” means the proposed amended and restated proposed memorandum and articles of association of New PubCo.

“prospectus” means the prospectus included in the Registration Statement on Form F-4, as amended (Registration No. 333-268795) filed with the U.S. Securities and Exchange Commission.

“public shareholders” means the holders of HPX Class A Ordinary Shares.

“public shares” means HPX Class A Ordinary Shares issued as part of the units sold in the IPO.

“PwC” means PricewaterhouseCoopers Corporate Finance & Recovery Ltda. and its affiliates.

“QEF Election” means qualified electing fund election, as defined under U.S. tax law.

“redemption” means the redemption of public shares for cash pursuant to the Existing Governing Documents.

“Reference Value” means the last reported sale price of New PubCo Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which they send the notice of redemption to the warrantholders.

“registrable securities” means collectively (a) any New PubCo Class A Ordinary Shares held by Ambipar, the Sponsor or a permitted transferee who is or becomes a party to the Investor Rights Agreement in accordance with the terms thereof, for so long as such person holds any registrable securities (for purposes of the definition of registrable securities hereof, a “Holder”) as of immediately following the Closing, (b) any New PubCo Class A Ordinary Shares issued or issuable upon the conversion from time to time of the New PubCo Class B Ordinary Shares held by a Holder immediately following the Closing, (c) any New PubCo Warrants held by a Holder immediately following the Closing and any New PubCo Class A Ordinary Shares issued or issuable upon the exercise thereof from time to time, (d) any New PubCo Class A Ordinary Shares or options or warrants to purchase, or other equity securities of New PubCo exercisable or exchangeable for, or convertible into, New PubCo Class A Ordinary Shares (including any New PubCo Class A Ordinary Shares issued or issuable upon the exercise of any such option, warrant or other equity security) of New PubCo otherwise acquired or owned by a Holder following the Closing, and (e) any other equity security of New PubCo issued or issuable with respect to any securities referenced in clause (a), (b), (c), or (d) above by way of a share dividend or share split or in connection with a combination of share, acquisition, recapitalization, consolidation, reorganization, share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction; provided that as to any particular registrable security, such securities shall cease to be registrable securities on the earlier to occur of (A) a Registration Statement (as defined in the Investor Rights Agreement) with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been Transferred (as defined in the Investor Rights Agreement) in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities shall have been otherwise Transferred (as defined in the Investor Rights Agreement), (ii) new certificates for such securities not bearing (or book-entry positions not subject to) a legend restricting further Transfer (as defined in the Investor Rights Agreement) shall have been delivered by New PubCo and (iii) subsequent public distribution of such securities shall not require Registration (as defined in the Investor Rights Agreement); (C) such securities shall have ceased to be outstanding; (D) such securities are freely saleable without Registration by the Holder thereof pursuant to Rule 144, as promulgated under the Securities Act (without the need for any manner of sale requirement or volume limitation and without the requirement for New PubCo to be in compliance with the current public information requirement under Rule 144(c)(1) (or Rule 144(i)(2), if applicable)); or (E) such securities are sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of July 15, 2020, by and among HPX, the Sponsor and each of the HPX’s independent directors.

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“Regulation S-X” means Regulation S-X promulgated under the Securities Act.

“Rule 144” means Rule 144 under the Securities Act.

“Seacor” means SEACOR Holdings Inc., a Delaware corporation.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Deed of Debentures” means the deed of debentures governing the Second Issuance of Debentures, dated as of September 16, 2022, entered into by and among Emergencia, Oliveira Trust Distribuidora de Títulos e Valores Mobiliários, as trustee, and Ambipar, as guarantor.

“Second Effective Time” means the time at which the Second Merger becomes effective.

“Second Extension” means the extension of the deadline by which HPX must complete its initial business combination from November 20, 2022 to March 31, 2023.

“Second Extension Amendment” means an amendment to the Existing Governing Documents to give effect to the Second Extension.

“Second Issuance of Debentures” means the issuance by Emergencia, on September 20, 2022, of an aggregate principal amount of R$250.0 million in a single series of 250,000 unsecured, non-convertible debentures due September 20, 2028, pursuant to the Second Deed of Debentures.

“Second Merger” means the merger of Merger Sub with and into New PubCo pursuant to the Business Combination Agreement, with New PubCo as the surviving entity.

“Second Plan of Merger” means the plan of merger pursuant to which Merger Sub will be merged with and into New PubCo, with New PubCo as the surviving entity.

“Second Plan of Merger Proposal” means the proposal for the HPX extraordinary general meeting of shareholders to authorize the Second Merger and authorize, approve and confirm, in all respects, the Second Plan of Merger.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Securities Assignment Agreement” means a securities assignment agreement, dated as of July 23, 2021, by and between Marco Kheirallah (a former director of HPX) and Wolney Betiol (a newly appointed director).

“Shearman” means Shearman & Sterling LLP.

“Skadden” means Skadden, Arps, Slate, Meagher & Flom LLP.

“SPAC” means a special purpose acquisition company.

“Sponsor” means HPX Capital Partners LLC, a Delaware limited liability company.

“Sponsor IPO Letter Agreement” means a letter agreement, dated July 15, 2020, by and between HPX and Sponsor, pursuant to which the Sponsor has agreed, in partial consideration of receiving the Founder Shares and for the covenants and commitments of HPX therein, to waive its redemption rights with respect to its Founder Shares and any public shares the Sponsor may have acquired after our IPO in connection with the completion of the Business Combination.

“Sponsor Letter Agreement” means the letter agreement, dated as of July 5, 2022, by and among Sponsor, HPX, New PubCo, Ambipar and the Insiders, pursuant to which, among other things, the Sponsor and the Insiders agreed to effectuate the Sponsor Recapitalization, vote all of their Founder Shares in favor of the Business Combination, the related transactions contemplated pursuant thereto and any Extension and to take certain other actions in support of the Business Combination Agreement and related transactions and any Extension.

“Sponsor Recapitalization” means, pursuant to the Sponsor Letter Agreement and immediately prior to the consummation of the First Merger, the exchange and conversion of (i) 6,245,000 Founder Shares

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held by Sponsor for 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), (ii) 7,060,000 HPX Private Placement Warrants held by Sponsor for 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), and (iii) 60,000 Founder Shares held by the Insiders (20,000 held by each) for an equal number of HPX Class A Ordinary Shares. The number of HPX Class A Ordinary Shares and HPX Private Placement Warrants issued to the Sponsor in connection with the Sponsor Recapitalization reflects negotiations with Ambipar as to the post-Closing ownership of the Sponsor in New PubCo as well as the fact that in consideration of the agreements of the PIPE Investors and the Non-Redeeming Shareholders set forth in the Subscription Agreements and the Non-Redemption Agreements, respectively (or, in the case of Cygnus Fund Icon, the Cygnus Subscription Agreement, as the case may be), New PubCo has agreed to issue to the PIPE Investors and the Non-Redeeming Shareholders, on or promptly following the Closing Date, (i) an aggregate of 2,717,500 New PubCo Warrants and (ii) and aggregate of 1,887,000 additional New PubCo Class A Ordinary Shares.

“STB” means Simpson Thacher & Bartlett LLP.

“Subscription Agreements” mean the subscription agreements, entered into by HPX, New PubCo and each of the PIPE Investors in connection with the PIPE Financing. For the avoidance of doubt, for purposes of this proxy statement/prospectus, the term “Subscription Agreement” shall be deemed not to refer to the Cygnus Subscription Agreement, assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement.

“Transaction Proposals” means the following proposals in favor of which HPX will ask its shareholders to vote at the HPX extraordinary general meeting of shareholders: (i) the Business Combination Proposal, (ii) the Merger Proposals, (iii) the Governing Documents Proposals, and (iv) the Adjournment Proposal.

“transfer agent” means Continental, HPX’s transfer agent.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the HPX Private Placement Warrants.

“units” means the units issued in connection with the IPO, each of which consisted of one HPX Class A Ordinary Share and one-half of one HPX Public Warrant.

“U.S. GAAP” means United States generally accepted accounting principles.

“U.S. Holder” means a beneficial owner of HPX Class A Ordinary Shares or New PubCo Class A Ordinary Shares (as the case may be) who or that is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (a) a U.S. court can exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) it has a valid election in place to be treated as a U.S. person.

“Voting and Support Agreement” means the voting and support agreement, dated as of July 5, 2022, by and between Ambipar and HPX.

“Waiver Letter” means a formal a waiver letter, dated as of August 19, 2022, executed by and between HPX and Credit Suisse.

“Warrant Agreement” means the warrant agreement dated as of July 15, 2020, governing the outstanding HPX Warrants.

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“Witt O’Brien’s” means Witt O’Brien’s, LLC, a Delaware limited liability company, and its subsidiaries, taken as a whole.

“WOB Acquisition” means the purchase by Ambipar Holding USA, Inc. from the WOB Sellers of all issued and outstanding membership interests in Witt O’Brien’s, LLC for cash in accordance with the WOB SPA.

“WOB Sellers” means ORM Holdings Inc., a Delaware corporation, and ORM Holdings II LLC, a Delaware limited liability company.

“WOB SPA” means the purchase and sale agreement by and among the WOB Sellers, Seacor and Ambipar Holding USA, Inc., dated as of September 13, 2022, in connection with the WOB Acquisition.

“Working Capital Loans” means loans made available to HPX by the Sponsor or an affiliate of the Sponsor or certain of HPX’s officers and directors to fund working capital deficiencies or finance transaction costs in connection with a business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such Working Capital Loans may be convertible into Working Capital Warrants, at a price of $1.00 per warrant, at the option of the lender. The Working Capital Warrants would be identical to the HPX Private Placement Warrants.

“Working Capital Warrants” means the warrants that may be issued by HPX upon conversion of the Working Capital Loans.

“XP Non-Redeeming Shareholder” means Trend HPX SPAC FIA IE, represented by its investment manager XP Allocation Asset Management Ltda.

“XP Non-Redemption Agreement” means a certain non-redemption agreement, dated as of July 5, 2022, by HPX, New PubCo and the XP Non-Redeeming Shareholder, pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it is the record and beneficial owner in connection with any Extension sought on or prior to July 15, 2022 and (ii) New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued on or promptly following the Closing, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrant, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option.

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FINANCIAL STATEMENT PRESENTATION

New PubCo

New PubCo was incorporated by Ambipar under the laws of the Cayman Islands on May 3, 2022 for the purpose of effectuating the Business Combination described herein. As of the date hereof, New PubCo has no material assets and does not operate any businesses. Accordingly, no financial statements of New PubCo have been included in this proxy statement/prospectus. The Business Combination will result in (i) the merger of the blank check company, HPX, with and into New PubCo, with a conversion of the shares and warrants issued by HPX into those of New PubCo, and immediately thereafter, (ii) the merger of Merger Sub with and into New PubCo, with a conversion of the shares issued by Merger Sub into those of New PubCo. Upon completion of the Business Combination, Emergencia will become a wholly-owned subsidiary of New PubCo.

HPX does not meet the definition of a “business” pursuant to IFRS 3 as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of IFRS 3, Business Combinations; rather, the Business Combination will be accounted for as a capital reorganization in accordance with IFRS 2, Share-Based Payments.

Following the Business Combination, Emergencia will be a wholly owned subsidiary of New PubCo.

Emergencia

As a result of the Business Combination being accounted for as a capital reorganization, Emergencia will be deemed to be the accounting predecessor of New PubCo. The accounting predecessor has a direct voting interest or a variable interest in the Group Companies’ activities and operations that result in revenues, expenses, assets and liabilities.

The unaudited interim condensed consolidated financial statements of Emergencia as of June 30, 2022 and for the six months ended June 30, 2022 and 2021 and the audited combined financial statements of Emergencia as of December 31, 2021, December 31, 2020 and January 1, 2020 and for each of the two years in the period ended December 31, 2021 are included in this proxy statement/prospectus. Emergencia has applied IFRS for the first time for the year December 31, 2021 with a transition date of January 1, 2020. The transition to IFRS is more fully described in Note 3 to the Emergencia’s audited combined financial statements, which are included elsewhere in the proxy statement/prospectus.

HPX

The unaudited condensed financial statements of HPX as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 and the audited financial statements of HPX as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020, are included in this proxy statement/prospectus.

Witt O’Brien’s

On October 24, 2022, Ambipar USA, Emergencia’s wholly owned subsidiary, acquired all of the issued and outstanding membership interests in Witt O’Brien’s. The unaudited consolidated financial statements of Witt O’Brien’s as of June 30, 2022 and for the six months ended June 30, 2022 and 2021, and the audited consolidated financial statements of Witt O’Brien’s for the Successor Period April 15, 2021 through December 31, 2021 and the Predecessor Period January 1, 2021 through April 14, 2021 and the year ended December 31, 2020 are included in this proxy statement/prospectus.

On April 15, 2021, Witt O’Brien’s parent company, Seacor, was acquired by funds affiliated with American Industrial Partners in an all cash transaction. As a consequence of the change in ownership, accounting principles generally accepted in the United States require an allocation of the purchase consideration to the fair value of the acquired assets and liabilities as of the merger date, April 15, 2021. References to Predecessor in the consolidated financial statements are in reference to reporting dates through April 14, 2021 (the “Predecessor Period”). References to Successor in the consolidated financial statements are in reference to reporting dates on or after April 15, 2021 (the “Successor Period”). As such, the financial information for the Successor Period is presented on a basis different from, and is therefore not necessarily comparable to, the financial information for the Predecessor Period as of December 31, 2020 and the period January 1, 2021 through April 14, 2021, and the year ended December 31, 2020.

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Prior to the WOB Acquisition, Seacor applied the acquisition method of accounting and elected to pushdown purchase accounting adjustments to Witt O’Brien’s, which is allowed under U.S. GAAP. As part of Witt O’Brien’s conversion from U.S. GAAP to IFRS, these purchase accounting adjustments were reversed.

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IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES

To evaluate the performance of its business, Emergencia’s management relies on both its results of operations recorded in accordance with IFRS and certain non-GAAP financial measures, including EBITDA, EBITDA Margin, return on invested capital (“ROIC”), Free Cash Flow and Cash Conversion Rate. Emergencia’s management believes that these measures provide investors with a supplemental measure of the operating performance and financial results of Emergencia’s core operations that facilitates period-to-period comparisons on a consistent basis. These measures are not defined or calculated under principles, standards or rules that comprise IFRS or U.S. GAAP and have important limitations as analytical tools. Accordingly, the non-GAAP financial measures Emergencia uses and refers to should not be viewed as a substitute for Emergencia’s combined financial statements prepared and presented in accordance with IFRS or any other performance measure derived in accordance with IFRS, and we encourage you not to rely on any single financial measure to evaluate our business, financial condition or results of operations.

Emergencia’s definition of EBITDA, EBITDA Margin, ROIC, Free Cash Flow and Cash Conversion Rate are specific to its business and you should not assume that these definitions are comparable to similarly titled financial measures of other companies. These financial measures should be viewed as supplemental to, and not substitutive for, Emergencia’s financial statements included elsewhere in this proxy statement/​prospectus. Because this financial information is not prepared in accordance with IFRS, you are cautioned not to place undue reliance on this information.

For a reconciliation of these non-GAAP measures to the most directly comparable IFRS measures, see “Selected Historical Financial Data of Emergencia — Reconciliation of Non-GAAP Financial Measures.”

EBITDA and EBITDA Margin

Emergencia calculates EBITDA as profit (loss) for the period plus income tax and social contribution plus net finance cost/revenue plus depreciation and amortization expenses, in each case for the relevant period. Emergencia’s management believes that EBITDA is a useful indicator of Emergencia’s operating performance because it evidences the results deriving directly from Emergencia’s core activities and improves comparability with Emergencia’s performance over time. Also, Emergencia’s management believes that EBITDA is a useful indicator of Emergencia’s capacity to comply with our obligations and obtain financing for our investments and working capital.

Emergencia calculates EBITDA Margin as EBITDA for the relevant period divided by net revenue for the relevant period. Emergencia’s management believes that EBITDA Margin is a useful indicator of the performance of Emergencia’s core activities, in relative terms.

Although EBITDA and EBITDA Margin are commonly used as a measure of operating performance, definitions of EBITDA and EBITDA Margin differ, and Emergencia’s computation of EBITDA and EBITDA Margin may not be comparable to other similarly titled measures of other companies.

ROIC

Emergencia calculates ROIC as net operating profit after tax for the relevant period divided by invested capital. Emergencia defines net operating profit after tax as operating profit for the relevant period minus income tax adjustment. Income tax adjustment is defined as operating profit for the relevant period multiplied by Emergencia’s effective tax rate for the relevant period, the numerator of which is income tax and social contribution and the denominator of which is profit before tax. Emergencia defines invested capital as total shareholders’ equity minus goodwill minus intangibles assets plus current and non-current loans and financing plus debentures plus non-current related party loans liabilities plus current and non-current obligations from acquisition of investment plus dividend payable minus cash and cash equivalents minus non-current related party loans assets. Emergencia’s management believes ROIC is a meaningful measure because it measures capital efficiency by quantifying how well Emergencia generates operating profit relative to the capital that has been invested in Emergencia’s business and illustrates the profitability of a business or project taking into account the capital invested. Emergencia’s management uses ROIC to assist them in capital resource allocation decisions and in evaluating business performance. Although ROIC is commonly

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used as a measure of capital efficiency, definitions of ROIC differ, and Emergencia’s computation of ROIC may not be comparable to other similarly titled measures of other companies.

Free Cash Flow and Cash Conversion Rate

Emergencia calculates Free Cash Flow as EBITDA for the relevant period minus change in working capital minus acquisition of property, plant and equipment and intangible assets. Change in working capital is calculated as the sum of changes in current assets and liabilities affecting the cash generated from operating activities in the statements of cash flow. Emergencia’s management believes that Free Cash Flow, which measures the ability to generate additional cash from business operations, is an important financial measure for use in evaluating Emergencia’s financial performance and ability to reduce debt, fund acquisitions and fund growth initiatives.

Emergencia calculates Cash Conversion Rate as Free Cash Flow for the period divided by EBITDA for the period. Emergencia’s management believes that Cash Conversion Rate is a useful indicator of Emergencia’s cash generation and efficiency in converting its operating profit into cash.

Emergencia’s calculation of Free Cash Flow and Cash Conversion Rate may be different from the calculation used by other companies, including Emergencia’s competitors in the industry, and therefore, Emergencia’s measures may not be comparable to those of other companies.

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EXCHANGE RATE PRESENTATION

Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Emergencia’s industry and the regions in which it operates, including Emergencia’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and reports provided to Emergencia. While Emergencia has compiled, extracted, and reproduced industry data from these sources, Emergencia has not independently verified the data. Similarly, internal surveys, industry forecasts and market research, which Emergencia believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While Emergencia believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise and the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. In addition, assumptions and estimates of Emergencia’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Summary of the Proxy Statement/Prospectus,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements; Market and Other Industry Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia” and “Certain Unaudited Projected Financial Information” in this proxy statement/prospectus.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

We have proprietary rights to trademarks used in this proxy statement/prospectus that are important to our business, many of which are registered (or pending registration) under applicable intellectual property laws. This proxy statement/prospectus contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS; MARKET AND OTHER INDUSTRY DATA

This proxy statement/prospectus contains a number of forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding Emergencia’s, HPX’s or New PubCo’s future financial position, results of operations, business strategy and plans and objectives of management for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

Forward-looking statements include, without limitation, Emergencia’s or HPX’s expectations concerning the outlook for their or New PubCo’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of New PubCo as set forth in this proxy statement/prospectus. Forward-looking statements also include statements regarding the expected benefits of the Business Combination.

The forward-looking statements are based on the current expectations of the management of Emergencia and HPX, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by HPX and the following important factors:

•

the risk that the Business Combination may not be completed in a timely manner or at all;

•

the risk that the proposed Business Combination disrupts current plans for the expansion of Emergencia’s operations through acquisitions as a result of the announcement and/or consummation of the transactions contemplated by the Business Combination Agreement;

•

the failure to satisfy the conditions to the consummation of the Business Combination;

•

the incurrence of significant costs in connection with and following the Business Combination;

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the inability to complete the transactions contemplated by the Business Combination Agreement;

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the inability to complete the PIPE Financing or the Ambipar PIPE Financing;

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the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

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the amount of HPX shareholder redemption requests made by HPX shareholders;

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the election of the Sponsor, Emergencia, their or HPX’s respective affiliates to purchase shares or warrants from public shareholders prior to the consummation of the Business Combination;

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the ability to recognize the anticipated benefits of the Business Combination;

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the ability to implement Emergencia’s inorganic growth strategy, including with respect to the WOB Acquisition, and realize the expected benefits from recent or potential future acquisitions and other expectations after the consummation of the Business Combination;

•

market interest rates, including their impacts on Emergencia’s ability to comply with certain financial and operating covenants in its debentures and its ability to finance acquisitions through indebtedness while managing its liquidity risks;

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•

risks associated with macroeconomic uncertainty and geopolitical risk, including the outcome and consequences of the 2022 presidential elections in Brazil and impacts of the ongoing conflict between Russia and Ukraine, which would limit Emergencia’s ability to grow its business and expand to new countries;

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changes in applicable laws or regulations;

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the possibility that Emergencia and/or HPX may be adversely affected by other economic factors, particularly in Brazil;

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business and/or competitive factors, including consolidation in the sector in which Emergencia operates;

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potential difficulties in retaining Emergencia’s current management team and other key employees and independent contractors, including highly-skilled technical experts;

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Emergencia’s estimates of its future financial performance and ability to execute its business strategy;

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the impact of natural disasters or health epidemics/pandemics, including the ongoing COVID-19 pandemic and its impact on the demand for Emergencia’s services;

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operational and security risks, including as a result of the handling of hazardous substances ;

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risks related to data security and privacy;

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changes to accounting principles and guidelines;

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litigation and regulatory enforcement risks, including as a result of the handling of hazardous substances, which may result in the diversion of management time and attention and the additional costs and demands on Emergencia’s resources, including potential litigation or conflicts regarding the Business Combination;

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the risk that the price of Emergencia’s securities may be volatile;

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unexpected costs or expenses; and

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fluctuations in exchange rates between the Brazilian real and the United States dollar.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Emergencia and HPX prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

New PubCo, Emergencia and HPX caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither New PubCo nor Emergencia nor HPX undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that New PubCo, Emergencia or HPX will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in HPX’s public filings with the SEC or, upon and following the consummation of the Business Combination, in New PubCo’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information.”

Market, ranking and industry data used throughout this proxy statement/prospectus, including statements regarding market size and technology/data adoption rates, is based on the good faith estimates of Emergencia’s management, which in turn are based upon Emergencia’s management’s review of internal surveys, independent industry surveys and publications and other third-party research and publicly available information, as indicated. These data involve a number of assumptions and limitations, and you

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are cautioned not to give undue weight to such estimates. While Emergencia is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia” of this proxy statement/prospectus.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting of shareholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to HPX shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein. Unless the context otherwise requires, all references in this subsection to “HPX,” “we,” “us” or “our” refer to the business of HPX Corp. prior to the consummation of the Business Combination.

Q:

Why am I receiving this proxy statement/prospectus?

A:

HPX shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the Business Combination. In accordance with the terms and subject to the conditions of the Business Combination Agreement, on the Closing Date, (i) HPX shall merge with and into New PubCo, with New PubCo as the surviving entity, and (ii) following the First Merger, Merger Sub shall merge with and into New PubCo, with New PubCo as the surviving entity.

The approval of each of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting, and each of the Merger Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New PubCo with respect to the New PubCo Class A Ordinary Shares it will issue in the proposed Business Combination and the New PubCo Warrants.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/​PROSPECTUS AND ITS ANNEXES.

Q:

What matters will shareholders consider at the extraordinary general meeting?

A:

At the HPX extraordinary general meeting of shareholders, HPX will ask its shareholders to vote in favor of the following proposals (the “Transaction Proposals”):

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The Business Combination Proposal — a proposal to approve the transactions contemplated by the Business Combination Agreement, including the Business Combination;

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The First Plan of Merger Proposal  — a proposal by special resolution to approve the First Plan of Merger and the transactions contemplated thereby;

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The Second Plan of Merger Proposal — a proposal by special resolution to approve the Second Plan of Merger and the transactions contemplated thereby;

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The Change in Authorized Share Capital Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular a change in the authorized share capital of New PubCo;

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The Method to Appoint and Elect Directors Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular with respect to the method of appointment and election of directors to the board of directors of New PubCo;

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•

The Other Changes to the Governing Documents Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular the changes in connection with the adoption of the Proposed Governing Documents other than those being considered and voted under the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal; and

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The Adjournment Proposal — a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting or if HPX shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition to the obligation to closing of the Business Combination would not be satisfied.

For more information, please see “Business Combination Proposal,” “Merger Proposals,” “Governing Documents Proposals” and “Adjournment Proposal.”

Q:

What differences will there be between the Proposed Governing Documents and the Existing Governing Documents that shareholders will consider at the extraordinary general meeting?

A:

HPX’s Existing Governing Documents will effectively be replaced by the Proposed Governing Documents of New PubCo given that HPX shareholders will, effective as of the consummation of the Business Combination (and assuming such shareholders do not redeem their HPX Class A Ordinary Shares), hold New PubCo Ordinary Shares subject to the Proposed Governing Documents. HPX’s shareholders are asked to consider and vote upon and to approve by ordinary resolution three separate proposals (the Change in Authorized Share Capital Proposal, the Method to Appoint and Elect Directors Proposal and the Other Changes to the Governing Documents Proposal) in connection with the replacement of the Existing Governing Documents with the Proposed Governing Documents, which Proposed Governing Documents differ materially from the Existing Governing Documents:

Existing Governing Documents of HPX	Proposed Governing Documents of New PubCo
Authorized Share Capital (Governing Documents Proposal 3A)
HPX authorized share capital is $55,500 divided into (i) 500,000,000 HPX Class A ordinary shares, $0.0001 par value each, (ii) 50,000,000 HPX Class B ordinary shares, $0.0001 par value each, and (iii) 5,000,000 undesignated preference shares, $0.0001 par value each	New PubCo authorized share capital will be US$50,000 divided into (i) 250,000,000 New PubCo Class A Ordinary Shares, par value $0.0001 per New PubCo Class A Ordinary Share, (ii) 150,000,000 New PubCo Class B Ordinary Shares, par value $0.0001 per New PubCo Class B Ordinary Share, and (iii) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of New PubCo may determine from time to time in accordance with the Proposed Governing Documents. Every holder of New PubCo Class A Ordinary Shares, present in person or by proxy and entitled to vote thereon, shall be entitled to one vote in respect of each New PubCo Class A Ordinary Share held by them. Each New PubCo Class B Ordinary Share will be entitled to 10 votes per share compared with one vote per share for New PubCo Class A Ordinary Shares.
Method to Appoint and Elect Directors (Governing Documents Proposal 3B)
Prior to the closing of an initial business combination, HPX may appoint or remove any	The Proposed Governing Documents provide that director nominees must be elected by an ordinary

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Existing Governing Documents of HPX	Proposed Governing Documents of New PubCo
director by ordinary resolutions of the holders of HPX Class B Ordinary Shares. Prior to the closing of an initial business combination, holders of the HPX Class A Ordinary Shares have no right to vote on the appointment or removal of any director	resolution of the holders of New PubCo Ordinary Shares in accordance with the Articles at each annual general meeting of New PubCo to fill the seats of those directors whose terms expire at such annual general meeting and the persons to stand for election at each annual general meeting of New PubCo shall be nominated by the directors. Under the terms of the Business Combination Agreement, immediately following the Closing, New PubCo’s board of directors will consist of seven directors. The initial composition of New PubCo’s board of directors will be comprised of (i) five
​	individuals to be designated by Ambipar, (ii) one individual to be designated by the Sponsor, provided that such director so designated shall also qualify as “independent” under Rule 10A-3 of the Exchange Act and (iii) one individual to be designated by Opportunity Agro Fund, in each case, in accordance with, and subject to, the terms and conditions of the Proposed Governing Documents. With respect to the election of the New PubCo board of directors, under the terms of the Articles, Ambipar will have the right to nominate, appoint and remove the members of New PubCo’s board of directors as follows, (i) for so long as the aggregate voting power of New PubCo Class B Ordinary Shares held by Ambipar continues to be at least fifty percent (50%) of the total voting power of all shares, then Ambipar shall be entitled to nominate at least a majority of the directors to the board of directors; provided that at least one out of such directors shall qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act and shall also be appointed as a member of the audit committee; provided, further, that if more than one director nominated by Ambipar shall be appointed as a member of the audit committee, such member shall also qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act should the applicable rules and regulations so require; or (ii) for so long as the aggregate voting power of New PubCo Class B Ordinary Shares held by Ambipar continues to be at least twenty five percent (25%), but less than fifty percent (50%), of the total voting power of all shares, then Ambipar shall be entitled to nominate at least one-third of the directors to the board of directors. Ambipar will own all of the outstanding New PubCo Class B Ordinary Shares. For so long as the Sponsor is subject to the transfer restrictions with respect to its New PubCo Class A Ordinary Shares pursuant to the terms of the Investor Rights

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Existing Governing Documents of HPX	Proposed Governing Documents of New PubCo
​	Agreement, the Sponsor shall be entitled to nominate one director by written notice served upon New PubCo; provided that such Sponsor director shall qualify as an independent director. The Sponsor director shall also be appointed as a member of the audit committee, provided that the Sponsor director shall be considered an independent director pursuant to Rule 10A-3 under the Exchange Act. For so long as Opportunity Agro Fund shall hold at least fifty percent (50%) of the New PubCo Class A Ordinary Share voting power held by Opportunity Agro Fund immediately after Closing, Opportunity Agro Fund shall be entitled to nominate one director by written notice served upon the New PubCo.
​	Each of Ambipar, the Sponsor and Opportunity Agro Fund, as applicable, shall have the exclusive right to appoint and remove the respective directors appointed by it, and appoint replacement directors. Any such directors shall be nominated, appointed and removed only by Ambipar, the Sponsor or Opportunity Agro Fund, as the case may be, by written notice served upon New PubCo. Such appointment or removal by Ambipar, the Sponsor or Opportunity Agro Fund, as applicable, shall have immediate effect when the notice is served, or take effect at such later time as may be stated in such notice. Each director shall hold office for such term as the resolution appointing him may determine or until his vacation of office as a director or the director’s removal in accordance with the Proposed Governing Documents notwithstanding any agreement between New PubCo and such director. Directors are eligible for re-election.
Other Changes in Connection with Adoption of the Proposed Governing Documents (Governing Documents Proposal 3C)
The Existing Governing Documents include provisions related to HPX’s status as a blank check company prior to the consummation of a business combination	The Proposed Governing Documents do not include such provisions related to a blank check company, because following the consummation of the Business Combination, New PubCo will not be a blank check company. The Proposed Governing Documents do not contain the requirement to dissolve New PubCo allowing it to continue as a corporate entity with perpetual existence following the Business Combination.

Q:

Are any of the proposals conditioned on one another?

A

Yes. The Closing of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Merger Proposals and the Governing Documents Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that any of the Business

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Combination Proposal, the Merger Proposals and the Governing Documents Proposals is not approved, then HPX will not consummate the Business Combination. If HPX does not consummate the Business Combination and fails to complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), HPX will be required to dissolve and liquidate.

Q:

Why is HPX proposing the Business Combination Proposal?

A:

HPX is a blank check company incorporated on March 20, 2020 as a Cayman Islands exempted company and incorporated 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. While we may pursue an initial business combination opportunity in any industry, sector or geographic region, we intend to capitalize on the ability of our management team to identify and complete our initial business combination with a target business in Brazil in an industry in which our management team has previous operational and investment experience or in an industry which would benefit from long-term growth in the Brazilian economy. Additionally, we plan to seek a target business in Brazil that has an international expansion plan as part of its overall growth strategy and can leverage our management team’s experience in operating in global markets. HPX is not permitted under the Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. HPX has identified several general criteria and guidelines it believes are important in analyzing prospective target businesses for a business combination. HPX has sought a target that it believes:

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is a leading player or has high-quality assets within the Brazilian economy;

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is fundamentally sound with historically consistent operational performance and free cash flow generation but is underperforming its potential;

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exhibits unrecognized value or other characteristics that we believe have been misvalued by the marketplace;

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is at an inflection point, such as requiring additional capital or expertise, where we believe we can drive improved financial performance;

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offers opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;

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has the potential to further improve its performance based on our founders’ knowledge of the target’s industry, proven operational strategies, and past experiences in profitably scaling businesses;

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has an international expansion plan as part of its overall growth strategy and can leverage our management team’s operational experience in global markets; and

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offers an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.

Based on its due diligence of Emergencia and the industry in which it operates, including the financial and other information provided by Emergencia in the course of negotiations, the HPX Board believes that Emergencia meets the criteria and guidelines listed above. However, there is no assurance that Emergencia will meet such criteria and guidelines following the Business Combination. See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX Board’s Reasons for Approval of the Business Combination.”

Although the HPX Board believes that the Business Combination with Emergencia presents an attractive business combination opportunity and is in the best interests of HPX and HPX shareholders, the HPX Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX Board’s Reasons for Approval of the Business Combination,” “Risk Factors — Risks Relating to Emergencia’s Business and Industry,” “Risk Factors — Risks Relating to New PubCo” and “Risk Factors — Risks Relating to the Business Combination and HPX.” You should also consider that HPX’s directors and officers have interests in

27

the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination.”

Q:

What will Ambipar receive in return for the Business Combination with HPX?

A:

Prior to the Closing, Ambipar will contribute its shares of Emergencia into Merger Sub in exchange for Merger Sub Ordinary Shares. At the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share will be cancelled and converted into the right to receive the applicable portion of the Per Share Merger Consideration comprised of New PubCo Class B Ordinary Shares, which will carry voting rights in the form of 10 votes per share, as determined in accordance with the Per Share Merger Consideration.

In addition, Ambipar will be issued up to an additional 11,000,000 Earn-Out Shares, as follows: (i) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $17.00 over any 20 trading days (as defined in the Business Combination Agreement) within any consecutive 30 trading day period, 50% of the Earn-Out Shares will be issued; and (ii) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, the remaining 50% of the Earn-Out Shares will be issued.

Q:

What is Emergencia?

A:

Founded in 2008 as part of the Ambipar Group, Emergencia 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 as of June 30, 2022. Through its international platform, its sophisticated special equipment and its highly qualified personnel, Emergencia provides its customers with a full suite of environmental services organized around prevention, training and emergency response on all transportation modes. Emergencia’s portfolio includes a broad variety of services such as environmental remediation, industrial field services, industrial cleaning of chemical and non-chemical products and of hazardous and non-hazardous waste, consulting services focused on accident prevention and environmental licensing. Emergencia’s diversified customer base of over 10,000 customers as of June 30, 2022 ranges from local to blue chip and multinational companies operating in a wide range of industries, including chemicals, pulp and paper, mining, oil and gas, logistics, power, steel, meatpacking, cement, among others. In 2021 and in the six months ended June 30, 2022, Emergencia executed more than 28,000 and more than 20,000 service deliveries, respectively, among three categories: (i) emergency response and industrial field services; (ii) consulting services focused on accident prevention and environmental licensing; and (iii) training services.

Q:

What equity stake will current HPX shareholders and Ambipar have in New PubCo after the Closing?

A:

As of the date of this proxy statement/prospectus (without giving effect to the Sponsor Recapitalization), there are (i) 2,176,544 HPX Class A Ordinary Shares outstanding and (ii) 6,305,000 HPX Class B Ordinary Shares outstanding (6,245,000 of which are held by the Sponsor and 60,000 of which are collectively held by certain of our independent directors). As of the date of this proxy statement/​prospectus (without giving effect to the Sponsor Recapitalization), there are 7,060,000 HPX Private Placement Warrants outstanding (all of which are currently held by the Sponsor) and 12,650,000 HPX Public Warrants outstanding. Each whole HPX Warrant entitles the holder thereof to purchase one HPX Class A Ordinary Share. Therefore, as of the date of this proxy statement/prospectus: (i) after giving effect to the exercise of all of the HPX Warrants, but without giving effect to the Sponsor Recapitalization and the Business Combination, and assuming that none of HPX’s outstanding public shares are redeemed in connection with the Business Combination other than the redemptions of public shares in connection with the Initial Extension and the Second Extension, HPX’s fully diluted

28

share capital would be 28,191,544 HPX Ordinary Shares and (ii) after giving effect to the exercise of all of the HPX Warrants and the Sponsor Recapitalization, but without giving effect to the Business Combination, and assuming that none of HPX’s outstanding public shares are redeemed in connection with the Business Combination other than the redemptions of public shares in connection with the Initial Extension and the Second Extension, HPX’s fully diluted share capital would be 22,163,544 HPX Ordinary Shares (without considering the 20,000 HPX Restricted Stock Units held by Rafael Grisolia). Prior to consummation of the First Merger, the Sponsor and the Insiders will effectuate the Sponsor Recapitalization, as a result of which, (i) all 6,245,000 HPX Class B Ordinary Shares held by the Sponsor will be exchanged for and converted into 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), (ii) all 7,060,000 HPX Private Placement Warrants held by Sponsor will be exchanged for 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), and (iii) 60,000 HPX Class B Ordinary Shares held by the Insiders (20,000 held by each) will be exchanged for and converted into an equal number of HPX Class A Ordinary Shares.

HPX cannot predict how many of its public shareholders will exercise their right to have their HPX Class A Ordinary Shares redeemed for cash. As a result, HPX has elected to provide information under three different redemption scenarios of HPX shares for cash, each of which produce different allocations of total New PubCo equity to be held by holders of HPX Ordinary Shares following the consummation of the Business Combination. The following table illustrates varying estimated ownership levels in New PubCo immediately following the consummation of the Business Combination, based on the three levels of redemptions by HPX public shareholders and the following additional assumptions:

​

Share Ownership in New PubCo(1)(2)

​

Minimum Redemptions(3)

Intermediate Redemptions(4)

Maximum Redemptions(5)

​

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(6)

​

3.9%

​

0.5%

​

2.5%

​

0.3%

​

1.1%

​

0.2%

Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(7)(8)(9)

​

3.4%

​

0.5%

​

3.5%

​

0.5%

​

3.5%

​

0.5%

PIPE Investors(6)

​

22.9%

​

3.2%

​

23.2%

​

3.2%

​

23.6%

​

3.2%

Ambipar(10)

​

69.8%

​

95.8%

​

70.8%

​

96.0%

​

71.8%

​

96.2%

(1)

As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding. For a more detailed description of share ownership upon consummation of the Business Combination, see “Security Ownership of Certain Beneficial Owners and Management.”

(2)

Pursuant to the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders

29

is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. This table assumes that the XP Non-Redeeming Shareholder will not receive any such additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(5)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(6)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(7)

Excludes New PubCo Warrants. For additional information with respect to the dilutive effects of the New PubCo Warrants, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

(8)

Considering the exercise of all New PubCo Warrants, the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) would own (i) 3.8% of New PubCo’s share capital under the minimum redemptions scenario, (ii) 3.8% of New PubCo’s share capital under the intermediate redemptions scenario, and (iii) 3.9% of New PubCo’s share capital under the maximum redemptions scenario.

(9)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to

30

and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(10)

Excludes the Earn-Out Shares. For additional information with respect to the dilutive effects of the Earn-Out Shares, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.

Q:

How much net proceeds will New PubCo raise in the Business Combination?

The amount of net proceeds that New PubCo will raise in the Business Combination will vary depending on how many HPX public shareholders will exercise their right to have their HPX Class A Ordinary Shares redeemed for cash. HPX has elected to provide information under three different redemption scenarios, each of which produce different amounts of total net proceeds available to New PubCo following the consummation of the Business Combination. The following table illustrates varying estimated net proceeds available to New PubCo immediately following the consummation of the Business Combination, based on the three levels of redemptions by HPX public shareholders and the following additional assumptions:

​	New PubCo Net Proceeds to the Balance Sheet (US$)
​	Minimum Redemptions(1)		Intermediate Redemptions(2)		Maximum Redemptions(3)
Funding available from PIPE Financing(4)	​	111,500,000	​	111,500,000	​	111,500,000
Funding available from Non-Redeeming Shareholders(4)	​	6,000,000	​	6,000,000	​	6,000,000
Funding available from Ambipar Debt Conversion(5)	​	50,500,000	​	50,500,000	​	50,500,000
Funding available from HPX public shareholders(6)	​	15,765,440	​	7,882,720	​	0
(=)Total Funding	​	183,765,440	​	175,882,720	​	168,000,000
(-) Deal expenses(7)	​	18,000,000	​	18,000,000	​	18,000,000
(=) Total Net Proceeds	​	165,765,440	​	157,882,720	​	150,000,000

(1)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(2)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions

31

contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of any Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(4)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, its funding is considered among “Funding available from Non-Redeeming Shareholders” and not among “Funding available from PIPE Financing” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(5)

On July 5, 2022, Ambipar and Emergencia entered into the Ambipar Intercompany Loan Agreement, pursuant to which Ambipar formalized the disbursement to Emergencia of an aggregate amount of R$317,094,454.24. According to the Ambipar Intercompany Loan Agreement, Ambipar may elect, at any time prior to the termination of this agreement and at its sole discretion, to convert the amount (as expressed in Brazilian reais) equivalent to US$50,500,000.00 into Emergencia’s equity, as consideration for the subscription and purchase of 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share pursuant to the Ambipar Subscription Agreement.

(6)

For purposes of this table, HPX public shareholders exclude the Non-Redeeming Shareholders, which are separately presented in this table under “Funding available from Non-Redeeming Shareholders.” In addition, this table assumes that the XP Non-Redeeming Shareholder will redeem all of its HPX Class A Ordinary Shares in connection with the Business Combination.

(7)

Consists of PIPE commissions and expenses with auditors, financial, legal, accounting and other advisors and due diligence.

The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.

Q:

What are the material differences in the rights of shareholders as a result of the dual class structure?

A:

The New PubCo Class B Ordinary Shares will carry voting rights in the form of 10 votes per share, while the New PubCo Class A Ordinary Shares will have one vote per share.

New PubCo Class B Ordinary Shares are expected to be issued to Ambipar subsequent to the Pre-Closing Exchange and in connection with the consummation of the Business Combination, through which Ambipar will exchange its shares of Emergencia for the New PubCo Class B Ordinary Shares and Ambipar will also receive New PubCo Class B Ordinary Shares in connection with the Ambipar Subscription Agreement.

Immediately following the consummation of the Business Combination, Ambipar will, as the sole holder of the New PubCo Class B Ordinary Shares, have 95.8% of the voting power of New PubCo under the minimum redemption scenario (i.e., assuming that none of HPX’s public shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their public shares, but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension) and with such majority, will be able to control matters submitted to New PubCo’s shareholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of its assets and other major corporate transactions.

Q:

Who will be the executive officers and directors of New PubCo if the Business Combination is consummated?

A:

The Business Combination Agreement provides that, immediately following the Closing, New PubCo’s

32

board of directors will consist of seven directors. The initial composition of New PubCo’s board of directors will be comprised of (i) five individuals to be designated by Ambipar (ii) one individual to be designated by the Sponsor, provided, that such director so designated shall qualify as “independent” under Rule 10A-3 of the Exchange Act and (iii) one individual to be designated by Opportunity Agro Fund, in each case, in accordance with, and subject to, the terms and conditions of the Proposed Governing Documents. The directors of New PubCo will include Tercio Borlenghi Junior and Carlos Piani. See “New PubCo Management Following the Business Combination — Board of Directors.”

New PubCo’s executive team following the Closing is expected to be comprised of Yuri Keiserman as Chief Executive Officer, Rafael Santo as Chief Financial Officer, Guilherme Borlenghi as Chief Operational Officer, Pedro Petersen as Chief Investor Relations Officer, Dennys Spencer as President Brazil, Pablo Pinochet as President Latin America, Shannon Riley as President North America and Martin Lehane as President Europe.

Q:

What conditions must be satisfied to complete the Business Combination?

A:

There are a number of closing conditions in the Business Combination Agreement, including that HPX’s shareholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposals to Be Considered By HPX’s Shareholders — The Business Combination Agreement.”

Q:
What happens if I sell my shares of HPX Ordinary Shares before the extraordinary general meeting of shareholders?
A:
The record date for the extraordinary general meeting of shareholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of HPX Ordinary Shares after the record date, but before the extraordinary general meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting of shareholders. However, you will not be entitled to receive any New PubCo Ordinary Shares following the Closing because only HPX’s shareholders on the date of the Closing will be entitled to receive New PubCo Ordinary Shares in connection with the Closing.

Q:

What vote is required to approve the proposals presented at the extraordinary general meeting of shareholders?

A:

The approval of each of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Each of the Merger Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least a two-thirds (2/3) of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Accordingly, an HPX shareholder’s failure to vote by proxy or to vote in person at the extraordinary general meeting of shareholders, an abstention from voting or a broker non-vote will have no effect on any of the Business Combination Proposal, the Merger Proposals and the Governing Documents Proposals. For purposes of approval, an abstention or failure to vote will have no effect on the Adjournment Proposal.

Q:

Does Ambipar need to approve the Business Combination?

A:

Following the execution of the Business Combination Agreement, Emergencia delivered to HPX a copy of the minutes of Ambipar’s resolutions, confirming an irrevocable approval by such shareholder of the Business Combination and the Pre-Closing Exchange. In addition, subsequent to the execution and delivery of the Business Combination Agreement, Ambipar agreed to perform the Pre-Closing Exchange, including voting in favor of the relevant matters and the exchange of its Emergencia Ordinary Shares for the Merger Sub Ordinary Shares. For the avoidance of doubt, the approval by Ambipar, as the sole shareholder of Emergencia, Merger Sub and New PubCo, of the necessary matters required to be approved in connection with the execution, delivery and performance by Emergencia,

33

Merger Sub and New PubCo of the Business Combination Agreement and each ancillary document that each of Emergencia, New PubCo and Merger Sub has executed or delivered or is to execute or deliver pursuant to the Business Combination Agreement, and the consummation of the Business Combination, is a closing condition to the Business Combination and is yet to be provided by Ambipar prior to Closing.

Q:

Will HPX or New PubCo issue additional equity securities in connection with the consummation of the Business Combination?

A:

In connection with the Business Combination, HPX and New PubCo entered into the Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors collectively agreed to subscribe for and purchase, and New PubCo agreed to issue and sell to the PIPE Investors, an aggregate of 11,150,000 New PubCo Class A Ordinary Shares, for an aggregate purchase price of $111,500,000. The New PubCo Class A Ordinary Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. New PubCo will grant the PIPE Investors certain customary registration rights in connection with the PIPE Financing.

Moreover, in consideration of the agreements of such PIPE Investors set forth in the Subscription Agreements, New PubCo has agreed to issue an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares and 2,567,500 of New PubCo Warrants to such PIPE Investors on or promptly following Closing, with Opportunity Agro Fund being issued 1,810,000 additional New PubCo Class A Ordinary Shares and 2,280,000 New PubCo Warrants pursuant to the Opportunity Subscription Agreement. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively. The PIPE Financing is contingent upon, among other things, the substantially concurrent closing of the Business Combination.

Similarly, in consideration of the commitment by the Non-Redeeming Shareholders to vote in favor of any Extension and the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares pursuant to the Non-Redemption Agreements, New PubCo has agreed to issue an aggregate of 26,400 additional New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants, in each case to be issued by New PubCo to such Non-Redeeming Shareholders at or promptly following the Closing. Further, in connection with the Cygnus Option, whether Cygnus Fund Icon chooses to be bound by the Cygnus Non-Redemption Agreement or by the Cygnus Subscription Agreement, (x) at Closing, Cygnus will be issued 300,000 New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants plus (y) in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Non-Redemption Agreement or the Cygnus Subscription Agreements, as the case may be, New PubCo has agreed to issue to Cygnus Fund Icon, at or promptly following the Closing, an additional 13,200 New PubCo Class A Ordinary Shares and 75,000 New PubCo Warrants, to be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Cygnus Fund Icon, as the case may be, to $9.58 per share. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Cygnus Fund Icon, as the case may be, further to $9.49 per share. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

In addition, pursuant to and subject to the terms and conditions of the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary

34

Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Q:

How many votes do I have at the extraordinary general meeting of shareholders?

A:

HPX’s shareholders are entitled to one vote at the extraordinary general meeting for each share of HPX Ordinary Shares held of record as of the record date. As of the close of business on the record date, there were 8,481,544 outstanding shares of HPX Ordinary Shares.

Q:

How will the Sponsor vote?

A:

The Sponsor, which owns 6,245,000 HPX Class B Ordinary Shares, has agreed pursuant to the Sponsor Letter Agreement to, among other things, vote those shares in favor of the Business Combination Agreement, the transactions and related transaction agreements contemplated pursuant thereto, and the other matters contemplated to be approved in the and the Business Combination Agreement on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. As of the date of the accompanying proxy statement/prospectus, the Sponsor owns approximately 73.6% of the issued and outstanding HPX Ordinary Shares.

Assuming only a majority of all the HPX Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting or by proxy, including the Sponsor, which is subject to the voting obligations under the Sponsor Letter Agreement, none of the HPX Ordinary Shares not held by the Sponsor need to be voted in favor to approve either one of the Business Combination Proposal, the Adjournment Proposal, the Merger Proposals and the Governing Documents Proposals because the Sponsor owns approximately 73.6% of the issued and outstanding HPX Ordinary Shares.

Assuming all the HPX Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting or by proxy, including the Sponsor, which is subject to the voting obligations under the Sponsor Letter Agreement, (i) 4,240,773 HPX Ordinary Shares will need to be voted in favor of the Business Combination Proposal, the Governing Document Proposal and the Adjournment Proposal (which require the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 4,240,773 HPX Ordinary Shares, none of the HPX Ordinary Shares not held by the Sponsor need to be voted in favor to approve the Business Combination Proposal, the Governing Document Proposal and the Adjournment Proposal, and (ii) 5,654,363 HPX Ordinary Shares will need to be voted in favor of the Merger Proposals (each of which requires the affirmative vote of holders of a majority of at least a two-thirds (2/3) of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting), and of these 5,654,363 HPX Ordinary Shares, none of the HPX Ordinary Shares not held by the Sponsor need to be voted in favor to approve each of the Merger Proposals.

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The Insiders, who own in the aggregate 60,000 HPX Class B Ordinary Shares, are subject to the voting obligations under the Sponsor Letter Agreement, pursuant to which they agreed to vote all of their shares in favor of the Business Combination Agreement, the transactions contemplated pursuant thereto and the other matters contemplated to be approved in the Business Combination Agreement, including an extension of the deadline by which HPX must complete its business combination.

Likewise, the Non-Redeeming Shareholders, owning in the aggregate 600,000 HPX Class A Ordinary Shares, are subject to the voting obligations of their respective Non-Redemptions Agreements, pursuant to which they agreed to vote all of their shares in favor of the Business Combination Agreement and the transactions contemplated pursuant thereto for which the approval of HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such Non-Redeeming Shareholders hold of record or beneficially; provided, however, that pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, Cygnus Fund Icon has been granted the Cygnus Option. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and/or other investors who vote, or indicate an intention to vote, against any of the Transaction Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Transaction Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of HPX Class A Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that the required number of holders of HPX Ordinary Shares necessary to approve each proposal, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Transaction Proposals, (2) satisfaction of the Minimum Available Cash Condition, (3) otherwise limiting the number of public shares electing to redeem and (4) HPX’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Financing actually received prior to or substantially concurrently with the Closing) being at least $5,000,001. However, any public shares purchased by the Sponsor or any of its affiliates pursuant to such share purchases or other transactions will not be voted in favor of any of the Transaction Proposals.

Entering into any such arrangements may have a depressive effect on HPX Class A Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. HPX will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of HPX and its shareholders and what he, she or they may believe is best for himself, herself

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or themselves in determining to recommend that shareholders vote for the proposals. In addition, HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” for a further discussion of these considerations.

Q:

What interests do HPX’s current officers and directors have in the Business Combination?

A:

In considering the recommendation of our board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

the fact that certain of our directors and officers are principals of our Sponsor;

•

the fact that 6,245,000 Founder Shares held by our Sponsor, for which it paid $25,000.00, and 7,060,000 HPX Private Placement Warrants held by our Sponsor will be subject to the Sponsor Recapitalization as a result of which the Sponsor will hold (i) 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), which will convert on a one-for-one basis, into an equal number of New PubCo Class A Ordinary Shares upon the Closing, and (ii) 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens. Likewise, the 60,000 Founders Shares held by the Insiders will also be subject to the Sponsor Recapitalization as a result of which each Insider will hold 20,000 HPX Class A Ordinary Shares, which will convert on a one-for-one basis, into 20,000 New PubCo Class A Ordinary Shares upon the Closing. In addition, Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting. Such shares and units will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New PubCo, or restricted stock units that are settled in New PubCo Class A Ordinary Shares, as the case may be, as described further below and will be worthless if an initial business combination is not consummated:

​	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Sponsor(5)	​	1,860,000	​	—	​	$	18,600,000	​	$	18,358,200
Bernardo Hees(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400

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​	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Carlos Piani(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Rodrigo Xavier(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Marcos Peigo	​	20,000	​	—	​	$	200,000	​	$	197,400
Wolney Betiol	​	20,000	​	—	​	$	200,000	​	$	197,400
Salete Pinheiro	​	20,000	​	—	​	$	200,000	​	$	197,400
Rafael Grisolia	​	—	​	20,000	​	$	200,000	​	$	197,400

(1)

Interests shown consist solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing. Such shares will automatically convert into New PubCo Class A Ordinary Shares upon the Closing on a one-for-one basis.

(2)

Interests shown consist solely of HPX Restricted Stock Units prior to the First Effective Time. Such HPX Restricted Stock Units will automatically convert into restricted stock units that are settled in New PubCo Class A Ordinary Shares at the First Effective Time and, pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(3)

Assumes a value of $10.00 per Class A Ordinary Share or Restricted Stock Unit, as applicable, the deemed value of the New PubCo Class A Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(4)

Assumes a value of $9.87 per Class A Ordinary Share or Restricted Stock Unit, as applicable, which was the closing price of the HPX Class A Ordinary Shares on the NYSE American on December 2, 2022. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(5)

HPX Capital Partners LLC is the record holder of the shares reported herein. Each of Messrs. Hees, Piani and Xavier indirectly exercises the sole investment and voting power over his one-third interest in the shares held of record by our Sponsor. Therefore, Messrs. Hees, Piani and Xavier may be deemed to have sole investment and voting power over 620,000 HPX Class A Ordinary Shares each (considering the effects of the Sponsor Recapitalization), as reported herein, and each disclaims beneficial ownership of any other HPX Ordinary Shares held of record by our Sponsor.

•

the fact that if an initial business combination is not consummated by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $8,400,000 in the aggregate, which investment included $25,000 in value of HPX Class A Ordinary Shares (consisting solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing), valued at an assumed price of $10.00 per share, the value implied by the Business Combination (inclusive of the Sponsor’s initial capital contribution of $25,000), the 7,060,000

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HPX Private Placement Warrants acquired for a purchase price of $7,060,000 in the aggregate, and $1,315,000 outstanding as of the date of this proxy statement/prospectus under two unsecured promissory notes;

•

the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the 1,860,000 New PubCo Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) that the Sponsor will receive upon conversion of the Founder Shares and considering the Sponsor Recapitalization in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New PubCo Class A Ordinary Shares trade below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if HPX fails to complete an initial business combination and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•

the fact that in connection with the Business Combination, we entered into the Subscription Agreements with the PIPE Investors, which provide for the purchase by the PIPE Investors of an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000 in a private placement, as well as for the issuance to the PIPE Investors of an aggregate of 2,567,500 New PubCo Warrants and an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares (with Opportunity Agro Fund being issued 2,280,000 New PubCo Warrants and 1,810,000 additional New PubCo Class A Ordinary Shares pursuant to the Opportunity Subscription Agreement), the closing of which will occur substantially concurrently with the Closing. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively;

•

the fact that in connection with the Business Combination, we entered into the Ambipar Subscription Agreement with Ambipar, pursuant to which Ambipar committed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share, payable by Ambipar either in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement;

•

the fact that in connection with the Business Combination, we entered into the Downside Protection Agreements, pursuant to which the DPA Beneficiaries are provided with certain downside protection rights;

•

the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) 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 the trust assets, net of the amount of taxes payable, 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 our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act;

39

•

the fact that, as of June 24, 2022, on November 30, 2022 and on January 17, 2023, the Sponsor loaned to HPX an aggregate of $700,000, $205,000 and $410,000, respectively, for working capital purposes and $1,315,000 is outstanding as of the date of this proxy statement/prospectus. These loans are evidenced by two promissory notes which are non-interest bearing and payable upon the consummation by HPX of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants;

•

the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited. As of the date of this proxy statement/prospectus, no such out-of-pocket expenses related to identifying, investigating and consummating a business combination and for which our directors would be awaiting reimbursement have been incurred;

•

the fact that pursuant to the Investor Rights Agreement (as defined below), certain holders of registrable securities can demand registration of their registrable securities and will also have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing, whereas they do not have such rights today;

•

the potential continuation of certain directors and other persons associated with HPX and Sponsor as directors and in other roles at New PubCo. In particular, Mr. Carlos Piani is nominated to the board of directors of New PubCo, Mr. Bernardo Hees is expected to be nominated to the advisory executive committee of New PubCo, Mr. Rafael Espírito Santo is nominated to be New PubCo’s chief financial officer, and Mr. Pedro Petersen is nominated to be New PubCo’s chief investor relations officer; and

•

the continued indemnification of current directors and officers of HPX and the continuation of directors’ and officers’ liability insurance for a period of six years after the Business Combination.

These interests may influence the HPX Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should take these interests into account in deciding whether to approve the Business Combination. You should also read the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Other Interests in the Business Combination.”

Q:

Did the HPX Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:

The HPX Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The HPX Board believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The HPX Board also determined, without seeking a valuation from a financial advisor, that Emergencia’s fair market value was at least 80% of HPX’s net assets (excluding deferred underwriting discounts and commissions), based on Ambipar receiving New PubCo Class B Ordinary Shares (valued at $10.00 per share in accordance with convention for transactions by SPACs) compared to HPX’s net assets (excluding deferred underwriting discounts and commissions). Accordingly, investors will be relying on the judgment of the HPX Board as described above in valuing the Emergencia business and assuming the risk that the board of directors may not have properly valued such business. You should also read the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX’s Board’s Reasons for Approval of the Business Combination.”

Q:

Do I have redemption rights?

A:

If you are a holder of public shares, you may redeem your public shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of HPX’s IPO, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to HPX to pay its franchise and income taxes, upon the consummation of the Business Combination. Holders of the outstanding

40

HPX Public Warrants do not have redemption rights with respect to such HPX Public Warrants in connection with the Business Combination. The Sponsor has agreed, in partial consideration of receiving the Founder Shares, to waive its redemption rights with respect to its Founder Shares and any public shares that it may have acquired during or after HPX’s IPO in connection with the completion of HPX’s initial business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $21.9 million on December 2, 2022, the estimated per share redemption price would have been approximately $10.06. This is greater than the $10.00 IPO price of HPX’s units. Additionally, public shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to HPX to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account. Furthermore, our Existing Governing Documents provide that in no event will we redeem our public shares in an amount that would cause HPX’s net tangible assets to be less than $5,000,001 following such redemptions.

Holders of our outstanding HPX Warrants will not have redemption rights with respect to such warrants. Assuming maximum redemptions of 1,576,544 HPX Class A Ordinary Shares (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on NYSE American of $0.38 as of December 2, 2022, the aggregate fair value of HPX Warrants that can be retained by the redeeming shareholders holding such outstanding 1,576,544 HPX Class A Ordinary Shares is $299,543. The actual market price of the HPX Warrants may be higher or lower on the date that an HPX warrantholder seeks to sell such HPX Warrants. Additionally, we cannot assure the HPX warrantholders that they will be able to sell their HPX Warrants in the open market as there may not be sufficient liquidity in such securities when an HPX warrantholder wishes to sell their HPX Warrants. Further, while the level of redemptions of public shares will not directly change the value of the HPX Warrants because the HPX Warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the HPX warrantholder who exercises such HPX Warrants will ultimately own a greater interest in New PubCo because there would be fewer shares outstanding overall. See “Risk Factors — Risks Relating to New PubCo — Following the consummation of the Business Combination, New PubCo Warrants will become exercisable for New PubCo Class A Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.”

Q:

Has the HPX Board made any recommendation regarding my exercise of redemption rights?

A:

No. The HPX Board makes no recommendation of any kind regarding the exercise of your redemption right. While the HPX Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that shareholders vote “FOR” all of the Transaction Proposals, holders of HPX Class A Ordinary Shares must decide on their own whether it is in their best interest to redeem or not redeem their shares in connection with the Business Combination.

Q:

If I believe that the value of any New PubCo Class A Ordinary Shares I receive in the Business Combination will be less than the cash I will receive if I redeem my HPX Class A Ordinary Shares, should I vote against the Business Combination?

A:

No. You should only vote against the Business Combination and the other Transaction Proposals if you believe that we will be able to identify, negotiate and consummate an alternative initial business combination with a superior target or on superior terms. If we were to fail to obtain the shareholder approvals required to consummate the Business Combination proposed in this proxy statement/​prospectus, we will have only until March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension) to identify, negotiate and consummate an alternative initial business combination, unless we are able to receive another extension from our shareholders. Any extension we obtain would give our public shareholders the right to redeem their shares, which would further reduce the funds in the trust account without a corresponding reduction in the number of warrants, making us less attractive as a merger candidate for potential targets.

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If you believe that the value of any New PubCo Class A Ordinary Shares you receive in the Business Combination will be less than the cash you will receive if you redeem your HPX Class A Ordinary Shares, you should vote for the Business Combination Proposals and the other Transaction Proposals but elect to redeem your HPX Class A Ordinary Shares for the corresponding cash in the Trust Account.

Q:

Is there a limit on the number of shares I may redeem?

A:

A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights in an amount of shares exceeding 15% of the public shares. Accordingly, all shares owned by a holder in excess of 15% of the public shares will not be redeemed. On the other hand, a public shareholder who holds less than 15% of the public shares may redeem all of the public shares held by him or her for cash. 600,000 public shares held by the Non-Redeeming Shareholders are not subject to redemption pursuant to the Non-Redemption Agreements, assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

Q:

Will how I vote affect my ability to exercise redemption rights?

A:

No. You may exercise your redemption rights whether you vote your public shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of NYSE.

It is a condition to closing under the Business Combination Agreement, however, that HPX satisfies the Minimum Available Cash Condition, after giving effect to the HPX shareholder redemptions and, including the net amount of proceeds actually contributed by the PIPE Investors in accordance with the terms and conditions of the Subscription Agreements upon consummation of the PIPE Financing and after giving effect to the Ambipar PIPE Financing. If redemptions by public shareholders cause HPX to be unable to meet the Minimum Available Cash Condition, then Emergencia will not be required to consummate the Business Combination, although it may, in its sole discretion, waive this condition.

Q:

How do I exercise my redemption rights?

A:

In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on           , 2023 (two business days before the extraordinary general meeting), (i) submit a written request to HPX’s transfer agent that HPX redeem your public shares for cash, and (ii) tender or deliver your shares (and share certificates (if any) and other redemption forms) to HPX’s transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, HPX’s transfer agent, is listed under the question “Who can help answer my questions?” below. HPX requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic tender of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are tendered to HPX’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and HPX’s transfer agent will need to act to facilitate the request. It is HPX’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because HPX does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

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Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with HPX’s consent, until the vote is taken with respect to the Business Combination. If you tendered your shares for redemption to HPX’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that HPX’s transfer agent return the shares (physically or electronically). You may make such request by contacting HPX’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

A:

It is expected that a U.S. Holder (as defined in the section entitled “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its ordinary shares will generally be treated as selling such ordinary shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “U.S. Federal Income Tax Considerations — Effects to U.S. Holders of Exercising Redemption Rights” for additional information.

All holders considering exercising redemption rights should consult their tax advisors regarding the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:

What are the U.S. federal income tax consequences of the First Merger?

A:

As discussed more fully in “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders,” Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion that the First Merger should qualify as a “reorganization” within the meaning of Section 368(a)(l)(F) of the Code. In accordance with such opinion, subject to the limitations and qualifications therein, U.S. Holders of HPX Class A Ordinary Shares should generally not recognize gain or loss for U.S. federal income tax purposes on the First Merger. Nevertheless, because there is no authority directly addressing the treatment for U.S. federal income tax purposes of the particular facts of the First Merger, that treatment is not entirely clear, and it is possible that U.S. Holders of HPX Securities could be required to recognize gain for U.S. federal income tax purposes as a result of the First Merger. Please see the section entitled “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders” for additional information.

All holders of HPX Securities should consult their tax advisors regarding the potential tax consequences to them of the Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Q:

If I hold HPX Warrants, can I exercise redemption rights with respect to my warrants?

A:

No. There are no redemption rights with respect to the HPX Warrants.

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

A:

Under the Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger. The Companies Act prescribes when dissenters’ rights will be available and provides that shareholders are entitled to receive fair value for their shares. Dissenters’ rights are not available under the Companies Act if an open market for the shares exists on a recognized stock exchange, such as NYSE, for a specified period after a merger is authorized. Regardless of whether dissenters’ rights are or are not available, shareholders can exercise the rights of redemption as set out herein. The HPX Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See “The Extraordinary General Meeting of HPX Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

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Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:

If the Business Combination is consummated, the funds held in the Trust Account will be released (i) to pay HPX shareholders who properly exercise their redemption rights and (ii) for general corporate purposes of New PubCo following the Business Combination.

Q:

What happens if the Business Combination Proposal is not approved?

A:

If either one of the Business Combination Proposal, the Merger Proposals or the Governing Documents Proposals is not approved, the Business Combination will not be consummated.

Q:

What happens if the Business Combination is not consummated?

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Proposals to Be Considered By HPX’s Shareholders — The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, HPX is unable to complete a business combination by March 31, 2023 (or such later date as may be approved by HPX shareholders in connection with an Additional Extension), HPX’s Existing Governing Documents provide that HPX will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 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 earned on the funds held in the Trust Account and not previously released to HPX to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights 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 HPX’s remaining shareholders and board of directors, dissolve and liquidate, subject in each case to HPX’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the section entitled “Risk Factors — Risks Relating to the Business Combination and HPX — If HPX is unable to complete a business combination or receive shareholder approval for an extension by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), HPX will cease all operations except for the purpose of winding up and HPX will redeem the public shares and liquidate, in which case HPX’s public shareholders may only receive $10.06 per share, or less than such amount in certain circumstances, and the HPX Warrants will expire worthless.” Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding HPX Warrants. Accordingly, the HPX Warrants will expire worthless.

Q:

What are the potential impacts on the Business Combination and related transactions resulting from the resignation of Credit Suisse?

A:

Credit Suisse, the underwriter and bookrunner in HPX’s IPO, resigned as a placement agent, ceased to act in any capacity, role or relationship in connection with the PIPE Financing and waived any entitlement to its deferred underwriting fee that accrued from its participation in HPX’s IPO in the amount of $8,855,000 and all right to fees under its Engagement Letter. On August 19, 2022, HPX, Ambipar and Credit Suisse executed a formal termination letter and HPX and Credit Suisse executed the Waiver Letter confirming its resignation effective as of July 5, 2022 and waiver of fees. Credit Suisse did not communicate to HPX the reasons leading to its resignation and waiver of its fees. There is no dispute among HPX and Credit Suisse with respect to Credit Suisse’s placement agency services or its resignation. See “Summary of the Proxy Statement/Prospectus — Recent Developments” and “Risk Factors — Risks Relating to the Business Combination and HPX — Credit Suisse was to be compensated in part on a deferred basis for already-rendered services in connection with HPX’s IPO in part for advisory services provided to HPX in connection with the Business Combination. However, Credit Suisse gratuitously and without any consideration from HPX or Emergencia waived such compensation and disclaimed any responsibility for this proxy statement / prospectus.”

As a result of this resignation and the associated waiver of fees, the transaction fees payable by HPX at the consummation of the Business Combination will initially be reduced by $8,855,000. Credit Suisse

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has not received any fees pursuant to the Engagement Letter or the IPO Underwriting Agreement, other than $5,060,000 in underwriting fees paid by HPX to Credit Suisse upon the consummation of HPX’s IPO. The services being provided by Credit Suisse prior to such resignation were substantially complete at the time of its resignation (or in the case of the underwriting services provided by Credit Suisse pursuant to the IPO Underwriting Agreement, at the time of HPX’s initial public offering) and Credit Suisse was not expected to play any role at the Closing. Accordingly, HPX does not expect that the resignation of Credit Suisse will affect the timing or completion of the Business Combination, but will initially reduce the aggregate fees payable at the Closing.

HPX considered engaging additional financial advisors, and on June 27, 2022, HPX engaged EarlyBirdCapital, Inc. (“EarlyBird”) to, among other things, (i) assist HPX in the transaction structuring with respect to the Business Combination, (ii) assist HPX with respect to any necessary Extension, (iii) facilitate meetings with potential equity investors in HPX, (iv) provide financial advisory services in connection with the Business Combination, and (v) assist HPX with NYSE or Nasdaq listing requirements, as applicable. EarlyBird did not provide any valuation analyses to HPX Board in connection with the approval of the Business Combination. As a result of the engagement of EarlyBird, the transaction fees payable by HPX at the consummation of the Business Combination will be increased. Other than any fees paid to EarlyBird, HPX does not expect to incur any additional costs resulting from the resignation of Credit Suisse.

Credit Suisse’s resignation did not impact HPX Board’s analysis of or continued support of the Business Combination. The availability of the PIPE Financing, the Ambipar PIPE Financing, the funds in the Trust Account and any contemplated post-transaction financing arrangements are not impacted by the resignation of Credit Suisse. HPX does not have any other current relationship with Credit Suisse.

Shareholders should not associate Credit Suisse with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of Credit Suisse prior to its resignation in the transactions contemplated by this proxy statement/prospectus. As a result, HPX shareholders may be more likely to elect to redeem their shares, which may have the effect of reducing the proceeds available to New PubCo to achieve its business plan. See “Unaudited Pro Forma Condensed Combined Financial Information.” Credit Suisse’s services were substantially complete at the time of its resignation, and HPX and New PubCo do not expect that the resignation of Credit Suisse will affect the timing or completion of the Business Combination.

Q:

When is the Business Combination expected to be completed?

A:

It is currently anticipated that the Business Combination will be consummated promptly following the extraordinary general meeting of shareholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived, including approval by HPX shareholders of the proposals being submitted to them in this proxy statement/prospectus.

For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal.”

Q:

What do I need to do now?

A:

You are urged to carefully read and consider the information contained in this proxy statement/​prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:

How do I vote?

A:

If you were a holder of record of HPX Ordinary Shares on December 30, 2022, the record date for the extraordinary general meeting of shareholders, you may vote with respect to the applicable proposals in person at the extraordinary general meeting of shareholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in

45

“street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting of shareholders and vote in person, obtain a proxy from your broker, bank or nominee.

Q:

What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?

A:

At the extraordinary general meeting of shareholders, HPX will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have no effect on any of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal.

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:

Signed and dated proxies received by HPX without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

Q:

Do I need to attend the extraordinary general meeting of shareholders to vote my shares?

A:

No. You are invited to attend the extraordinary general meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the extraordinary general meeting of shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage paid envelope. Your vote is important. HPX encourages you to vote as soon as possible after carefully reading this proxy statement/​prospectus.

Q:

If I am not going to attend the extraordinary general meeting of shareholders in person, should I return my proxy card instead?

A:

Yes. After carefully reading and considering the information contained in this proxy statement/​prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the extraordinary general meeting of shareholders, but will have no effect on any of the Business Combination Proposal, the Merger Proposals, the Governing Documents Proposals and the Adjournment Proposal. However, in no event will a broker non-vote also have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

Q:

May I change my vote after I have mailed my signed proxy card?

A:

Yes. You may change your vote by sending a later-dated, signed proxy card to Morrow Sodali at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902 prior to the vote at the extraordinary general meeting of shareholders, or attend the extraordinary general meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali, provided such revocation is received prior to the vote at the extraordinary general meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage

46

account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:

What is the quorum requirement for the extraordinary general meeting of shareholders?

A:

Holders of a majority in voting power of HPX Ordinary Shares issued and outstanding and entitled to vote at the extraordinary general meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, a majority of HPX’s shareholders, present in person or represented by proxy, and voting thereon will have the power to adjourn the extraordinary general meeting.

As of the record date for the extraordinary general meeting, 4,240,773 HPX Ordinary Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the extraordinary general meeting of shareholders. In addition, abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by shareholders present at the extraordinary general meeting or by proxy, or the presiding officer of the extraordinary general meeting of shareholders, may authorize adjournment of the extraordinary general meeting to another date.

Q:

What happens to HPX Warrants I hold if I vote my HPX Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights?

A:

Properly exercising your redemption rights as an HPX shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is completed, all of your HPX Warrants will become New PubCo Warrants as described in this proxy statement/​prospectus. If the Business Combination is not completed, you will continue to hold your HPX Warrants, and if HPX does not otherwise consummate an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), HPX will be required to dissolve and liquidate, and your HPX Warrants will expire worthless.

Q:

Who will solicit and pay the cost of soliciting proxies?

A:

HPX will pay the cost of soliciting proxies for the extraordinary general meeting. HPX has engaged Morrow Sodali to assist in the solicitation of proxies for the extraordinary general meeting. HPX has agreed to pay Morrow Sodali a fee of $15,000. HPX will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. HPX also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of HPX Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of HPX Ordinary Shares and in obtaining voting instructions from those owners. HPX’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:

Who can help answer my questions?

A:

If you have questions about the proposals or if you need additional copies of this proxy statement/​prospectus or the proxy card you should contact HPX’s proxy solicitor:

Morrow Sodali LLC
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: HPX.info@investor.morrowsodali.com

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You may also contact HPX at:

HPX Corp.
1000 N. West Street, Suite 1200
Wilmington, Delaware 19801
Email: ir@hpxcorp.com

To obtain timely delivery, HPX’s shareholders must request the materials no later than five business days prior to the extraordinary general meeting.

You may also obtain additional information about HPX from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to HPX’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the extraordinary general meeting of shareholders. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

The following summary highlights material information from this proxy statement/prospectus. It does not contain all of the information that may be important to you. You are urged to read carefully this entire proxy statement/prospectus (including the financial statements and annexes attached hereto) and other documents which are referred to in this proxy statement/prospectus in order to fully understand the Business Combination. See “Where You Can Find More Information” on page 442. Most items in this summary include a page reference directing you to a more complete description of those items. Unless the context otherwise requires, all references in this subsection to “HPX,” “we,” “us” or “our” refer to the business of HPX Corp. prior to the consummation of the Business Combination.

The Parties to the Business Combination

HPX

HPX is a blank check company incorporated as a Cayman Islands exempted company on March 20, 2020, 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, without limitation as to business, industry or sector. The units, HPX Class A Ordinary Shares and HPX Public Warrants are currently listed on NYSE American under the symbols “HPX.U,” “HPX” and “HPX.WS,” respectively.

Executive offices of HPX are located at 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801, and its telephone number is (302) 295-4929.

New PubCo and Merger Sub

Each of New PubCo and Merger Sub is a Cayman Islands exempted company, was incorporated on May 3, 2022 and is a direct wholly-owned subsidiary of Ambipar. Both of New PubCo and Merger Sub will be affiliated with Emergencia prior to the consummation of the Business Combination. Until the consummation of the Business Combination, New PubCo will not have commenced operations and will have only nominal assets and liabilities and no material contingent liabilities or commitments.

In connection with the consummation of the Business Combination, (i) HPX will merge with and into New PubCo, with New PubCo as the surviving entity, and (ii) thereafter Merger Sub will merge with and into New PubCo, with New PubCo as the surviving entity. It is anticipated that, upon completion of the Business Combination, Emergencia will become a wholly-owned subsidiary of New PubCo.

New PubCo has applied for listing under the name “AMBI” to be effective at the time of the consummation of the Business Combination, of the New PubCo Class A Ordinary Shares and New PubCo Warrants on NYSE under the proposed symbols “AMBI” and “AMBIWS,” respectively. New PubCo will not have units traded following the consummation of the Business Combination.

Executive offices of New PubCo and Merger Sub are located at Avenida Angélica, n° 2346, 5th Floor, São Paulo — SP, Brazil, 01228-200, and their telephone number is +55 (11) 3526-3526.

Emergencia

This summary highlights selected information about Emergencia appearing elsewhere in this proxy statement/prospectus. To better understand the Business Combination and proposals to be considered at the extraordinary general meeting, you should read this entire proxy statement/prospectus carefully, including the annexes and the information presented under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia,” “Business of Emergencia” and Emergencia’s combined financial statements and notes thereto.

The Business Combination (Page 232)

Pursuant to the terms of the Business Combination Agreement, Emergencia will become a wholly-owned direct subsidiary of New PubCo. For more information about the Business Combination see

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the section entitled “The Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Pre-Business Combination Structures

The following diagram depicts the organizational structure of Emergencia immediately before the Business Combination.

Note: Jurisdiction of incorporation, organization, formation, as applicable, are in parentheses and italics.

The following diagram depicts the organizational structure of New Pubco and Merger Sub immediately before the Business Combination.

Note: Jurisdiction of incorporation, organization, formation, as applicable, are in parentheses and italics.

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The following diagram depicts the organizational structure of HPX immediately before the consummation of the Business Combination.

Note: Jurisdiction of incorporation, organization, formation, as applicable, are in parentheses and italics.

Post-Business Combination Structure

The following diagram depicts the organizational structure of New PubCo and its subsidiaries immediately after the consummation of the Business Combination.

Note: Jurisdiction of incorporation, organization, formation, as applicable, are in parentheses and italics.

Consideration to Be Received in the Business Combination (Page 235)

At the First Effective Time and after giving effect to the Sponsor Recapitalization, (i) each issued and outstanding HPX Class A Ordinary Share will be cancelled and converted into the right to receive one New PubCo Class A Ordinary Share and (ii) each issued and outstanding whole HPX Warrant will be converted

51

into one New PubCo Warrant. All shares in the capital of New PubCo that are owned by Ambipar immediately prior to the First Effective Time shall automatically be cancelled at the First Effective Time as a result of the First Merger and no new shares or other consideration shall be delivered in exchange therefor at the First Effective Time.

At the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share will be cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of New PubCo Class B Ordinary Shares, which will carry voting rights in the form of 10 votes per share, as determined in accordance with the Per Share Merger Consideration.

Each holder of New PubCo Class A Ordinary Shares will be entitled to one vote per share and each holder of New PubCo Class B Ordinary Shares will be entitled to 10 votes per share on all matters submitted to them for a vote on all New PubCo Ordinary Shares voting together as a single class (which is the case for most matters). Each New PubCo Class B Ordinary Share is convertible into one New PubCo Class A Ordinary Share (as adjusted for share split, share combination and similar transactions occurring), whereas New PubCo Class A Ordinary Shares are not convertible into New PubCo Class B Ordinary Shares under any circumstances.

See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination” for more information.

Conditions to Complete the Business Combination (Page 248)

Unless waived in writing by both HPX and Emergencia, the obligations of the parties to consummate the Business Combination are subject to the satisfaction of the following conditions at or prior to the First Effective Time:

•

at the extraordinary general meeting (including any adjournments thereof), the approval of each of the Business Combination Proposal, the Merger Proposals and the Governing Documents Proposals by HPX shareholders;

•

the approval of Ambipar, as the sole shareholder of Emergencia, Merger Sub and New PubCo, of the necessary matters required to be approved in connection with and such other actions contemplated by the Business Combination Agreement shall have been obtained;

•

receipt of all necessary pre-Closing governmental authorizations as contemplated by the Business Combination Agreement;

•

HPX having net tangible assets of at least $5,000,001 remaining after accounting for the HPX shareholder redemptions;

•

the absence of any Legal Requirements enjoining or prohibiting the consummation of the Business Combination and other related transactions;

•

the receipt of approval for the New PubCo Class A Ordinary Shares to be listed on the NYSE (or another public stock market or exchange in the United States as may be mutually agreed upon by HPX and Emergencia);

•

the effectiveness of the Form F-4 and the absence of any issued or pending stop order by the SEC;

•

the delivery to HPX of the Contribution Agreement, duly executed by Ambipar and Merger Sub;

•

Emergencia, certain of Emergencia’s subsidiaries and Ambipar shall have entered into the Cost Sharing Agreement;

•

The U.K. Secretary of State approving the Pre-Closing Exchange and the Second Merger pursuant to section 13(2) of the United Kingdom National Security and Investment Act 2021 (“NSIA”), and, to the extent required, giving a validation notice pursuant Chapter 4 of the NSIA in relation to any acquisition by Emergencia prior to the date hereof of Ambipar Holdings (UK) Limited; and

•

The consent of each holder of a fixed or floating security interest of HPX, New PubCo and Merger Sub, if any, shall have been obtained or the requirement to obtain such consent has been discharged by the Grand Court of the Cayman Islands in accordance with the Companies Act.

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Unless waived by Emergencia in writing, the obligations of Emergencia, New PubCo and Merger Sub to consummate, or cause to be consummated, the Business Combination are also subject to the satisfaction of each the following conditions:

•

the representations and warranties of HPX pertaining to corporate organization, capitalization, due authorization, no conflicts, required filings, business activities, HPX Board approval and recommendation, and brokers’ and similar fees being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

•

all other representations and warranties of HPX being true and correct as of the Closing or, if they expressly relate to an earlier date, as of such earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect in relation to HPX;

•

each of the covenants of HPX to be performed or complied with as of or prior to the Closing pursuant to the Business Combination Agreement having been performed or complied with in all material respects;

•

subsequent to the execution of the Business Combination Agreement and prior to the Closing, no material adverse effect in relation to HPX will have occurred that exists as of the Closing;

•

delivery by HPX to Emergencia of a certificate signed by an officer of HPX, dated as of the Closing, certifying that certain conditions have been fulfilled;

•

making of appropriate arrangements by HPX to have the Trust Account (less certain amounts paid and to be paid pursuant to the Business Combination Agreement) available to HPX for payments to be made under the Business Combination Agreement at Closing; and

•

the sum of the cash and cash equivalents contained in the Trust Account immediately before the Closing (including any interest earned on the funds held in the Trust Account, but net of Taxes payable thereon and after deducting the amount required to be paid to our public shareholders who elect to exercise their redemption rights) and the aggregate net proceeds from the PIPE Financing and the Ambipar PIPE Financing be equal to at least $168,000,000 (without considering any payment of Business Combination related transaction expenses).

Unless waived by HPX in writing, the obligations of HPX to consummate, or cause to be consummated, the Business Combination are also subject to the satisfaction of each the following conditions:

•

certain representations and warranties of Emergencia, Ambipar, New PubCo and Merger Sub pertaining to corporate organization, New PubCo and Merger Sub, Emergencia’s subsidiaries, due authorization, no conflicts, required filings and brokers’ and similar fees being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

•

the representations and warranties of Emergencia and Ambipar pertaining to ownership of all outstanding Emergencia Ordinary Shares being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date, other than deviations reflected on a closing payments schedule to be delivered pursuant to the Business Combination Agreement prior to Closing;

•

all other representations and warranties of Emergencia, New PubCo and Merger Sub being true and correct as of the Closing or, if they expressly relate to an earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect in relation to Emergencia;

•

each of the covenants of Emergencia, New PubCo and Merger Sub to be performed or complied with as of or prior to the Closing pursuant to the Business Combination Agreement having been performed or complied with in all material respects;

•

subsequent to the execution of the Business Combination Agreement and prior to the Closing, no material adverse effect in relation to Emergencia will have occurred that exists as of the Closing; and

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•

delivery by Emergencia to HPX of a certificate signed by an officer of Emergencia, dated as of the First Effective Time, certifying that certain conditions have been fulfilled.

Tax Considerations of the Business Combination

As discussed more fully in “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders,” Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion that the First Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. In accordance with such opinion, subject to the limitations and qualifications therein, U.S. Holders of HPX Class A Ordinary Shares should generally not recognize gain or loss for U.S. federal income tax purposes on the First Merger. Nevertheless, because there is no authority directly addressing the treatment for U.S. federal income tax purposes of the particular facts of the First Merger, that treatment is not entirely clear, and it is possible that U.S. Holders of HPX Securities could be required to recognize gain for U.S. federal income tax purposes as a result of the First Merger. See the section titled “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders.”

All holders of HPX Securities should consult their tax advisors regarding the potential tax consequences to them of the Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Certain Agreements Related to the Business Combination (Page 252)

Voting and Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Ambipar and HPX have entered into a voting and support agreement (the “Voting and Support Agreement”), pursuant to which Ambipar agreed, among other things, (i) prior to the termination of the Voting and Support Agreement, to approve and consent to the Mergers, the adoption of the transactions and such other actions as contemplated in the Business Combination Agreement for which the approval of Ambipar is required and (ii) to certain transfer restrictions on its equity interests in Emergencia, New PubCo and Merger Sub for the period until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, subject to certain limited exceptions.

Ambipar Subscription Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Ambipar has entered into a share subscription agreement (the “Ambipar Subscription Agreement”), pursuant to which Ambipar has committed (the “Ambipar PIPE Financing”) to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share. Ambipar may pay the $50.5 million subscription price in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to an agreement, dated as of July 5, 2022, between Ambipar and Emergencia (the “Ambipar Intercompany Loan Agreement”). Pursuant to the Investor Rights Agreement, New PubCo has also granted Ambipar certain customary registration rights in connection with the Ambipar PIPE Financing.

Opportunity Subscription Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Opportunity Agro Fund has entered into a share subscription agreement (the “Opportunity Subscription Agreement”) pursuant to which Opportunity Agro Fund has committed (the “Opportunity PIPE Financing”) to subscribe for and purchase New PubCo Class A Ordinary Shares. New PubCo has also granted Opportunity Agro Fund certain customary registration rights in connection with the Opportunity PIPE Financing, including “piggy-back” registration rights to include their New PubCo Class A Ordinary Shares in other registration statements filed by New PubCo subsequent to the Closing.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX

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Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

PIPE Subscription Agreements

In addition to the Opportunity Subscription Agreement, concurrently with the execution and delivery of the Business Combination Agreement, certain investors entered into certain other subscription agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for and purchase an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000. New PubCo has also granted the PIPE Investors certain customary registration rights in connection with the PIPE Financing. In consideration of the agreements of such PIPE Investors set forth in the Subscription Agreements, New PubCo has agreed to issue to such PIPE Investors, on or promptly following Closing, (i) an aggregate of 2,567,500 New PubCo Warrants (2,280,000 of which will be issued to Opportunity Agro Fund) and (ii) an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares (1,810,000 of which will be issued to Opportunity Agro Fund). These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Non-Redemption Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, and as an inducement to HPX’s, Ambipar’s and Emergencia’s willingness to enter into the Business Combination Agreement, certain shareholders of HPX, owning, in the aggregate, 600,000 of the outstanding HPX Class A Ordinary Shares (the “Non-Redeeming Shareholders”) have entered into certain non-redemption agreements with HPX and New PubCo (as amended from time to time, the “Non-Redemption Agreements”), under which, among other things, such Non-Redeeming Shareholders have agreed, in consideration of (i) an aggregate of 26,400 additional New PubCo Class A Ordinary Shares and (ii) 150,000 New PubCo Warrants, in each case to be issued by New PubCo to such Non-Redeeming Shareholders at or promptly following the Closing, to vote in favor of any Extension and the transactions contemplated in the Business Combination Agreement for which the approval of such HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such HPX shareholders hold of record or beneficially. Emergencia and Sponsor are named third-party beneficiaries under the Non-Redemption Agreements.

On December 8, 2022, HPX, New PubCo and Cygnus Fund Icon, one of the Non-Redeeming Shareholders, entered into an amended and restated Non-Redemption Agreement (the “Cygnus Non-Redemption Agreement”) as well as a Subscription Agreement (the “Cygnus Subscription Agreement”) on terms and conditions substantially consistent with those included in the Non-Redemption Agreements and the Subscription Agreements dated July 5, 2022; provided, however, that pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, Cygnus Fund Icon has been granted the option(the “Cygnus Option”), exercisable by Cygnus Fund Icon via written notice to be delivered to HPX and New PubCo no later than 10 calendar days prior to the HPX extraordinary general meeting of shareholders, either (i) to comply with the terms and conditions contained in the Cygnus Non-Redemption Agreement (including, among other things, to vote its 300,000 HPX Class A Ordinary Shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem its 300,000 HPX Class A Ordinary Shares), or (ii) not to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 New

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PubCo Class A Ordinary Shares to be issued by New PubCo pursuant to the Cygnus Subscription Agreement for aggregate gross proceeds of $3,000,000. The parties agreed to amend and restate such Non-Redemption Agreement as well as to enter into the Cygnus Subscription Agreement at the request of Cygnus Fund Icon in order to provide Cygnus Fund Icon with the option to make its investment in New PubCo either through the non-redemption of its HPX Class A Ordinary Shares or through a subscription of New PubCo Class A Ordinary Shares on terms and conditions substantially consistent with the other PIPE Investors. If Cygnus Fund Icon elects option (ii) above, in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Subscription Agreement, New PubCo has agreed to issue to Cygnus Fund Icon, on or promptly following Closing, (i) 75,000 New PubCo Warrants and (ii)13,200 additional New PubCo Class A Ordinary Shares.These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Cygnus Fund Icon to $9.58 per share. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Cygnus Fund Icon further to $9.49 per share. For all purposes, this proxy statement/prospectus assumes that Cygnus Fund Icon is a Non-Redeeming Shareholder and not a PIPE Investor. For the avoidance of doubt, whether Cygnus Fund Icon chooses to be bound by the Cygnus Non-Redemption Agreement or by the Cygnus Subscription Agreement, (x) at Closing, Cygnus Fund Icon will be issued 300,000 New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants plus (y) in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Non-Redemption Agreement or the Cygnus Subscription Agreements, as the case may be, New PubCo has agreed to issue to Cygnus Fund Icon, at or promptly following the Closing, an additional 13,200 New PubCo Class A Ordinary Shares and 75,000 New PubCo Warrants, to be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

XP Non-Redemption Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, and as an inducement to HPX’s, Ambipar’s and Emergencia’s willingness to enter into the Business Combination Agreement, Trend HPX SPAC FIA IE (the “XP Non-Redeeming Shareholder”) has entered into a non-redemption agreement with HPX and New PubCo (the “XP Non-Redemption Agreement”), pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it is the record and beneficial owner in connection with any Extension sought on or prior to July 15, 2022 and (ii) New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case to be issued on or promptly following the Closing, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrant, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any

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of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, HPX, New PubCo, Emergencia, the Sponsor and the Insiders have entered into the Sponsor Letter Agreement pursuant to which the parties thereto have agreed (i) to amend and restate in its entirety the sponsor letter agreement dated as of July 15, 2020 by and among HPX, the Sponsor and the other parties thereto, (ii) that the Sponsor and Insiders will not redeem any outstanding Founder Shares in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX is required to consummate its business combination, (iii) that the Sponsor and Insiders will be present for the relevant meeting and vote all of their Founder Shares in favor of the Business Combination Agreement, the transactions contemplated pursuant thereto and the other matters contemplated to be approved in the Business Combination Agreement, including an extension of the deadline by which HPX must complete its business combination, (iv) that, prior to the Closing, the Sponsor and Insiders will not transfer any Founder Shares or HPX Private Placement Warrants except as permitted thereby, and (v) to give effect to the Sponsor Recapitalization (as detailed below), such that, immediately prior to the First Effective Time, there shall cease to be outstanding any HPX Class B Ordinary Shares. In addition, conditioned upon the consummation of the Mergers, the Sponsor and Insiders waived certain anti-dilution provisions contained in the Existing Governing Documents.

The Sponsor, the Insiders and HPX have agreed that, immediately prior to consummation of the First Merger (but subject to the prior satisfaction or waiver of all conditions to the consummation of the transactions set forth in the Business Combination Agreement), the Sponsor and the Insiders will contribute, transfer, assign, convey and deliver to HPX, and HPX will acquire and accept from the Sponsor and Insiders, all of their right, title and interest in, to and under each of their 6,305,000 outstanding HPX Class B Ordinary Shares (6,245,000 of which are held by the Sponsor) and each of the 7,060,000 HPX Private Placement Warrants (all such HPX Private Placement Warrants are held by the Sponsor), and in exchange therefore, HPX will issue (x) to the Sponsor 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) and 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens, and (y) to each Insider a number of HPX Class A Ordinary Shares equal to the number of Founder Shares held by such Insider as of the date of the Sponsor Letter Agreement, each free and clear of liens (the “Sponsor Recapitalization”). Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. For more information, please see the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Agreements Related to the Business Combination.”

Contribution Agreement

On July 5, 2022, Ambipar and Merger Sub entered into a contribution agreement (the “Contribution Agreement”), pursuant to which, prior to the First Effective Time (and conditioned upon the Closing), Ambipar agreed to, among other things, contribute to Merger Sub all of the issued and outstanding equity of Emergencia for newly issued Merger Sub Ordinary Shares and, after giving effect to the Pre-Closing Exchange, Emergencia will become a wholly-owned subsidiary of Merger Sub.

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Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, New PubCo, the Sponsor, Ambipar, Opportunity Agro Fund and certain other shareholders of HPX have entered into an investor rights agreement, pursuant to which that certain Registration Rights Agreement will be amended and restated in its entirety, as of the Closing. As a result, certain holders of registrable securities will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations so long as such demand includes a number of registrable securities with a total offering price in excess of $75,000,000, net of all underwriting discounts and commissions. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New PubCo shall not be required to conduct more than an aggregate total of eight underwritten offerings or an aggregate of four underwritten offerings in any 12-month period. In addition, certain holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing. New PubCo has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within 30 days of the Closing, to be declared effective no later than the earlier of 60 days of the Closing if the SEC notifies New PubCo that it will not review the registration statement or 90 days if the SEC notifies New PubCo that it will review the registration statement.

In addition, pursuant to the Investor Rights Agreement, signatories thereof agreed to certain transfer restrictions on their respective equity interests in New PubCo, in the case of certain directors of HPX, for a period of one year following the Closing Date, and, in the case of Ambipar and the Sponsor, for a period of three years following the Closing Date, in each case, subject to the following exceptions of permitted transfers (i) in the case of a transfer to a permitted transferee, if such New PubCo shareholder provides written notice to New PubCo or (ii) (A) if such New PubCo shareholder is an individual, by virtue of laws of descent and distribution upon death of the individual, (B) if such New PubCo shareholder is an individual, pursuant to a qualified domestic relations order, (C) pursuant to any liquidation, merger, share exchange or similar transaction (other than the Mergers) which results in all of New PubCo’s shareholders having the right to exchange their New PubCo Ordinary Shares or other equity securities of New PubCo for cash, securities or other property; provided that in connection with any transfer of such securities pursuant to clause (ii) above, (x) such New PubCo shareholder shall, and shall cause any such transferee of his, her or its Lock-Up Securities (as defined in the Investor Rights Agreement), to enter into a written agreement, in form and substance reasonably satisfactory to New PubCo, agreeing to be bound by the Lock-up Agreement prior and as a condition to the occurrence of such transfer, and (y) that such transferee shall have no rights under the Investor Rights Agreement, unless they are a permitted transferee according to the terms of the Investor Rights Agreement, in which case, as a condition to such transfer, the transferee shall be required to become a party to the Investor Rights Agreement.

Furthermore, pursuant to the Investor Rights Agreement, the board of directors of New PubCo will establish an advisory executive committee comprised of up to four members to advise the board of directors of New PubCo, of which (i) one member will be designated by Opportunity Agro Fund, for as long as Opportunity Agro Fund is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member; (ii) one member will be designated by the Sponsor, for as long as the Sponsor is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member; and (iii) two members will be designated by Ambipar, for as long as Ambipar is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member.

Cost Sharing Agreement

Prior to the First Effective Time, Ambipar, Emergencia and certain of its subsidiaries will enter into a cost sharing agreement (the “Cost Sharing Agreement”), to be effective as of Closing, pursuant to which Ambipar will agree to provide certain shared support services to Emergencia and certain of its subsidiaries under and pursuant to the terms and conditions set forth therein.

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Downside Protection Agreements

In connection with the Subscription Agreements, the Cygnus Subscription Agreement (as the case may be), the Non-Redemption Agreements and the XP Non-Redemption Agreement, the PIPE Investors, the Non-Redeeming Shareholders, the XP Non-Redeeming Shareholder (collectively, the “DPA Beneficiaries”), New PubCo, Ambipar and the Sponsor entered into certain downside protection agreements (as amended from time to time, the “Downside Protection Agreements”), pursuant to which the DPA Beneficiaries are provided with certain downside protection rights. Subject to the terms and conditions of the Downside Protection Agreements, the DPA Beneficiaries may receive, on a pro rata basis, an aggregate of up to 1,050,000 New PubCo Class A Ordinary Shares from the Sponsor or may sell a certain number of their respective New PubCo Class A Ordinary Shares to Ambipar, the Sponsor or to a third party in a block trade, in each case to occur no earlier than 30 months following the Closing, as detailed below:

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Each DPA Beneficiary is only eligible to receive such downside protection if it holds, on each day beginning on the Closing Date and until the 30-month anniversary of the Closing Date (the “DPA Measurement Period”), a number of New PubCo Class A Ordinary Shares representing at least 50% of the number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary immediately after Closing.

•

In case an eligible DPA Beneficiary chooses to exercise its downside protection rights under the Downside Protection Agreements, (i) Ambipar is entitled to purchase from such DPA Beneficiary a number of New PubCo Class A Ordinary Shares equal to the lowest number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary during the DPA Measurement Period (the “DPA Protected Shares”), and (ii) if Ambipar does not purchase the DPA Protected Shares, then the Sponsor is entitled either (x) to purchase from such DPA Beneficiary the DPA Protected Shares or (y) to facilitate the sale of such DPA Beneficiary’s New PubCo Class A Ordinary Shares and New PubCo Warrants held as of the 30-month anniversary of the Closing Date in a block trade or on an underwritten basis to a third party pursuant to the terms of the Downside Protection Agreements (the “DPA Block Trade”).

•

The purchase price payable by Ambipar or the Sponsor, as applicable, for the DPA Protected Shares of the relevant DPA Beneficiary is equal to an inflation-adjusted return (measured by the consumer price index) generated over the 30-month period following Closing and relative to the initial investment made by the relevant DPA Beneficiary pursuant to the relevant Subscription Agreement, Cygnus Subscription Agreement, Non-Redemption Agreement or XP Non-Redemption Agreement (the “DPA Guaranteed Return”).

•

If the return generated by the block trade is below the DPA Guaranteed Return, the Sponsor is required to transfer, from the DPA Pro Rata Downside Protection Shares (as defined below) available to the relevant DPA Beneficiary, such number of shares in order for such DPA Beneficiary’s return to be equal to or as close as possible to the relevant DPA Guaranteed Return.

•

If neither Ambipar nor the Sponsor acquires the relevant DPA Protected Shares or if a DPA Block Trade is not consummated or available, then, pursuant to the terms and conditions of the relevant Downside Protection Agreement, the Sponsor shall transfer to the relevant DPA Beneficiary the applicable number of DPA Pro Rata Downside Protection Shares.

•

Under the terms of the Downside Protection Agreements, the maximum aggregate number of New PubCo Class A Ordinary Shares that may be transferred by the Sponsor to the DPA Beneficiaries is 1,050,000 New PubCo Class A Ordinary Shares (the “DPA Pro Rata Downside Protection Shares”), including: (i) 808,500 to Opportunity Agro Fund, (ii) 24,150 to XP Gestão de Recursos Ltda., (iii) 14,490 to Cygnus Fund Icon, (iv) 4,830 to Gannett Peek Limited, (v) 9,660 to Genome Fund Inc, (vi) 4,830 to Tuchola Investments Inc., (vii) 9,732 to Constellation Master Fundo de Investimento de Ações, (viii) 8,163 to Constellation Qualificado Master Fundo de Investimento de Ações, (ix) 8,670 to Const Brazil US Fund LP and (x) 62,664 to XP Allocation Asset Management Ltda.

For the avoidance of doubt, New PubCo will not issue any New PubCo Ordinary Shares in connection with the Downside Protection Agreements and the transactions contemplated in the Downside Protection Agreements will not have any dilutive effect on holders of New PubCo Ordinary Shares.

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Ownership of New PubCo Upon Completion of the Business Combination

As of the date of this proxy statement/prospectus (without giving effect to the Sponsor Recapitalization), there are (i) 2,176,544 HPX Class A Ordinary Shares outstanding and (ii) 6,305,000 HPX Class B Ordinary Shares outstanding (6,245,000 of which are held by the Sponsor and 60,000 of which are collectively held by certain of our independent directors). As of the date of this proxy statement/prospectus (without giving effect to the Sponsor Recapitalization), there are 7,060,000 HPX Private Placement Warrants outstanding (all of which are currently held by the Sponsor) and 12,650,000 HPX Public Warrants outstanding. Each whole HPX Warrant entitles the holder thereof to purchase one HPX Class A Ordinary Share. Therefore, as of the date of this proxy statement/prospectus: (i) after giving effect to the exercise of all of the HPX Warrants, but without giving effect to the Sponsor Recapitalization and the Business Combination, and assuming that none of HPX’s outstanding public shares are redeemed in connection with the Business Combination other than the redemptions of public shares in connection with the Initial Extension and the Second Extension, HPX’s fully diluted share capital would be 28,191,544 HPX Ordinary Shares and (ii) after giving effect to the exercise of all of the HPX Warrants and the Sponsor Recapitalization, but without giving effect to the Business Combination, and assuming that none of HPX’s outstanding public shares are redeemed in connection with the Business Combination other than the redemptions of public shares in connection with the Initial Extension and the Second Extension, HPX’s fully diluted share capital would be 22,163,544 HPX Ordinary Shares (without considering the 20,000 HPX Restricted Stock Units held by Rafael Grisolia). Prior to consummation of the First Merger, the Sponsor and the Insiders will effectuate the Sponsor Recapitalization, as a result of which, (i) all 6,245,000 HPX Class B Ordinary Shares held by the Sponsor will be exchanged for and converted into 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), (ii) all 7,060,000 HPX Private Placement Warrants held by Sponsor will be exchanged for 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), and (iii) 60,000 HPX Class B Ordinary Shares held by the Insiders (20,000 held by each) will be exchanged for and converted into an equal number of HPX Class A Ordinary Shares.

HPX cannot predict how many of its public shareholders will exercise their right to have their HPX Class A Ordinary Shares redeemed for cash. As a result, HPX has elected to provide the unaudited pro forma condensed combined financial information under three different redemption scenarios of HPX shares for cash, each of which produce different allocations of total New PubCo equity to be held by holders of HPX Ordinary Shares following the consummation of the Business Combination. The following table illustrates varying estimated ownership levels in New PubCo immediately following the consummation of the Business Combination, based on the three levels of redemptions by HPX public shareholders and the following additional assumptions:

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Share Ownership in New PubCo(1)(2)

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Minimum Redemptions(3)

Intermediate Redemptions(4)

Maximum Redemptions(5)

​

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(6)

​

3.9%

​

0.5%

​

2.5%

​

0.3%

​

1.1%

​

0.2%

60

​

Share Ownership in New PubCo(1)(2)

​

Minimum Redemptions(3)

Intermediate Redemptions(4)

Maximum Redemptions(5)

​

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(7)(8)(9)

​

3.4%

​

0.5%

​

3.5%

​

0.5%

​

3.5%

​

0.5%

PIPE Investors(6)

​

22.9%

​

3.2%

​

23.2%

​

3.2%

​

23.6%

​

3.2%

Ambipar(10)

​

69.8%

​

95.8%

​

70.8%

​

96.0%

​

71.8%

​

96.2%

(1)

As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding. For a more detailed description of share ownership upon consummation of the Business Combination, see “Security Ownership of Certain Beneficial Owners and Management.”

(2)

Pursuant to the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. This table assumes that the XP Non-Redeeming Shareholder will not receive any such additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements , and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(5)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts

61

to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(6)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(7)

Excludes New PubCo Warrants. For additional information with respect to the dilutive effects of the New PubCo Warrants, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

(8)

Considering the exercise of all New PubCo Warrants, the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) would own (i) 3.8% of New PubCo’s share capital under the minimum redemptions scenario, (ii) 3.8% of New PubCo’s share capital under the intermediate redemptions scenario, and (iii) 3.9% of New PubCo’s share capital under the maximum redemptions scenario.

(9)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(10)

Excludes the Earn-Out Shares. For additional information with respect to the dilutive effects of the Earn-Out Shares, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

To the extent that any of the outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination, the percentage of New PubCo’s outstanding voting shares held by the current HPX shareholders will decrease relative to the percentage held if none of the HPX Class A Ordinary Shares are redeemed.

In addition to the changes in percentage ownership described above, variations in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination which would not otherwise be present in an underwritten public offering. Without limiting the generality of the assumptions described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information,” the ownership percentages described above do not take into account the dilutive effects of (i) New PubCo Warrants exercise price of $11.50 per share, (ii) the Earn-Out Shares to be issued to Ambipar upon the achievement of certain price targets described in the Business Combination Agreement, and (iii) HPX Warrants to purchase up to 1,500,000 HPX Class A Ordinary Shares if the Sponsor makes a Working Capital Loan prior to the Closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date). The exercise, issuance or vesting of any of these shares could have a substantial dilutive effect on those HPX shareholders who do not elect to redeem their HPX Class A Ordinary Shares. Increasing levels of redemptions will increase the dilutive effects of these issuances on non-redeeming HPX shareholders.

The following table shows the dilutive effects on the ownership percentages described above and the effect on the per share value of New PubCo Ordinary Shares as a result of exercise, issuance or vesting of these main dilutive effects under the three different redemption scenarios of HPX Class A Ordinary Shares:

62

​	Share Ownership in New PubCo(1)
​	Minimum Redemptions(2)				Intermediate Redemptions(3)				Maximum Redemptions(4)
Base Case Scenario	Shares		%		Shares		%		Shares		%
Total New PubCo Ordinary Shares Outstanding as of Immediately After the Business Combination	​	56,745,534	​	66.4%	​	55,957,262	​	66.1%	​	55,168,990	​	65.8%
New PubCo Warrants(5)	​	16,180,000	​	18.9%	​	16,180,000	​	19.1%	​	16,180,000	​	19.3%
Earn-Out Shares(6)	​	11,000,000	​	12.9%	​	11,000,000	​	13.0%	​	11,000,000	​	13.1%
Working Capital Warrants(7)	​	1,500,000	​	1.8%	​	1,500,000	​	1.8%	​	1,500,000	​	1.8%
Total	​	85,425,534	​	100.0%	​	84,637,262	​	100.0%	​	83,848,990	​	100.0%

(1)

As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding.

(2)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(5)

Assuming the exercise of 16,180,000 New PubCo Warrants (comprised of 3,530,000 New PubCo Private Placement Warrants and 12,650,000 New PubCo Public Warrants) outstanding at an exercise price of $11.50 per share. Also assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(6)

Assuming the issuance of all 11,000,000 New PubCo Class B Ordinary Shares to be issued upon the achievement of certain price targets described in the Business Combination Agreement.

(7)

Assuming the issuance and exercise of HPX Warrants to purchase up to 1,500,000 HPX Class A Ordinary Shares if the Sponsor makes a Working Capital Loan prior to the Closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date).

The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.

63

The following table shows the dilutive effects on the ownership percentages described above as a result of the exercise of the New PubCo Warrants under the three different redemption scenarios of HPX Class A Ordinary Shares:

​

Share Ownership in New PubCo(1)

​

Minimum Redemptions(2)

Intermediate Redemptions(3)

Maximum Redemptions(4)

​

Shares

%

Shares

%

Shares

%

Total New PubCo Ordinary Shares Outstanding as of Immediately After the Business Combination

​

56,745,534

​

n.a.

​

55,957,262

​

n.a.

​

55,168,990

​

n.a.

New PubCo Warrants(5)

​

16,180,000

​

n.a.

​

16,180,000

​

n.a.

​

16,180,000

​

n.a.

HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(5)(6)

​

15,002,944

​

20.6%

​

14,214,672

​

19.7%

​

13,426,400

​

18.8%

Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(5)(7)

​

2,752,500

​

3.8%

​

2,752,500

​

3.8%

​

2,752,500

​

3.9%

PIPE Investors(5)(6)

​

15,578,100

​

21.4%

​

15,578,100

​

21.6%

​

15,578,100

​

21.8%

Ambipar

​

39,591,990

​

54.3%

​

39,591,990

​

54.9%

​

39,591,990

​

55.5%

Total New PubCo Ordinary Shares Outstanding After the Exercise of New PubCo Warrants

​

72,925,534

​

100.0%

​

72,137,262

​

100.0%

​

71,348,990

​

100.0%

(1)

Percentages may not add to 100% due to rounding.

(2)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(5)

Assuming the exercise of 16,180,000 New PubCo Warrants (comprised of 3,530,000 New PubCo Private Placement Warrants and 12,650,000 New PubCo Public Warrants) outstanding at an exercise price of $11.50 per share. Also assuming that the XP Non-Redeeming Shareholder will not receive any

64

additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(6)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(7)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

The following table shows the dilutive effects on the ownership percentages described above as a result of the issuance of all Earn-Out Shares under the three different redemption scenarios of HPX Class A Ordinary Shares:

​

Share Ownership in New PubCo(1)

​

Minimum Redemptions(2)

Intermediate Redemptions(3)

Maximum Redemptions(4)

​

Shares

%

Shares

%

Shares

%

Total New PubCo Ordinary Shares Outstanding as of Immediately After the Business Combination

​

56,745,534

​

n.a.

​

55,957,262

​

n.a.

​

55,168,990

​

n.a.

Earn-Out Shares(5)

​

11,000,000

​

n.a.

​

11,000,000

​

n.a.

​

11,000,000

​

n.a.

HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(6)

​

2,202,944

​

3.3%

​

1,414,672

​

2.1%

​

626,400

​

0.9%

Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(7)

​

1,940,000

​

2.9%

​

1,940,000

​

2.9%

​

1,940,000

​

2.9%

PIPE Investors(6)

​

13,010,600

​

19.2%

​

13,010,600

​

19.4%

​

13,010,600

​

19.7%

Ambipar(5)

​

50,591,990

​

74.7%

​

50,591,990

​

75.6%

​

50,591,990

​

76.5%

Total New PubCo Ordinary Shares Outstanding After the Issuance of Earn-Out Shares

​

67,745,534

​

100.0%

​

66,957,262

​

100.0%

​

66,168,990

​

100.0%

(1)

Percentages may not add to 100% due to rounding.

(2)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension

65

and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(5)

Assuming the issuance of all 11,000,000 New PubCo Class B Ordinary Shares to be issued upon the achievement of certain price targets described in the Business Combination Agreement.

(6)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(7)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

The following table shows the dilutive effects on the ownership percentages described above as a result of the issuance and exercise of HPX Warrants to purchase up to 1,500,000 HPX Class A Ordinary Shares if the Sponsor makes a Working Capital Loan prior to the Closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date) under the three different redemption scenarios of HPX Class A Ordinary Shares:

​

Share Ownership in New PubCo(1)

​

Minimum Redemptions(2)

Intermediate Redemptions(3)

Maximum Redemptions(4)

​

Shares

%

Shares

%

Shares

%

Total New PubCo Ordinary Shares Outstanding as of Immediately After the Business Combination

​

56,745,534

​

n.a.

​

55,957,262

​

n.a.

​

55,168,990

​

n.a.

Working Capital Warrants(5)

​

1,500,000

​

n.a.

​

1,500,000

​

n.a.

​

1,500,000

​

n.a.

HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(6)

​

2,202,944

​

3.8%

​

1,414,672

​

2.5%

​

626,400

​

1.1%

Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(5)(7)

​

3,440,000

​

5.9%

​

3,440,000

​

6.0%

​

3,440,000

​

6.1%

PIPE Investors(6)

​

13,010,600

​

22.3%

​

13,010,600

​

22.6%

​

13,010,600

​

23.0%

Ambipar

​

39,591,990

​

68.0%

​

39,591,990

​

68.9%

​

39,591,990

​

69.9%

Total New PubCo Ordinary Shares Outstanding After the Exercise of Working Capital Warrants

​

58,245,534

​

100.0%

​

57,457,262

​

100.0%

​

56,668,990

​

100.0%

66

(1)

Percentages may not add to 100% due to rounding.

(2)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(5)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(6)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(7)

Assuming the issuance and exercise of HPX Warrants to purchase up to 1,500,000 HPX Class A Ordinary Shares if the Sponsor makes a Working Capital Loan prior to the closing of the Business Combination in an amount up to $1,500,000 (no such loans have been made to date).

See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Redemption Rights (Page 191)

Pursuant to HPX’s Existing Governing Documents, HPX is providing the HPX shareholders with the opportunity to have their public shares redeemed at the Closing of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding HPX Class A Ordinary Shares included as part of the units sold in the IPO, subject to the limitations described in this proxy statement/

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prospectus. For illustrative purposes, as of December 2, 2022, based on the fair value of cash held in the Trust Account of approximately $21.9 million, the estimated per share redemption price would have been approximately $10.06. HPX shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other proposals. HPX’s Existing Governing Documents provide that an HPX shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of HPX, will be restricted from exercising this redemption right in an amount of shares exceeding 15% of the public shares in the aggregate without the prior consent of HPX. There will be no redemption rights with respect to the HPX Warrants.

On July 15, 2020, the Sponsor entered into a letter agreement (“Sponsor IPO Letter Agreement”) with HPX pursuant to which the Sponsor has agreed, in partial consideration of receiving the Founder Shares and for the covenants and commitments of HPX therein, to waive its redemption rights with respect to its Founder Shares and any public shares the Sponsor may have acquired after our IPO in connection with the completion of the Business Combination. In connection with the Business Combination Agreement, on July 5, 2022, the Sponsor entered into a sponsor letter agreement (the “Sponsor Letter Agreement”) with certain other parties pursuant to which, among other things, the parties thereto amended and restated in its entirety the Sponsor IPO Letter Agreement, and the Sponsor and the other parties thereto agreed not to redeem any outstanding Founder Shares in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX must complete its initial business combination. Permitted transferees of the Sponsor will be subject to the same obligations. In addition, concurrently with the execution and delivery of the Business Combination Agreement and the Subscription Agreements, and as an inducement to HPX’s and Emergencia’s willingness to enter into the Business Combination Agreement, the Non-Redeeming Shareholders, owning, in the aggregate, 600,000 of the outstanding HPX Class A Ordinary Shares have entered into the Non-Redemption Agreement with HPX and New PubCo, under which, among other things, such Non-Redeeming Shareholders have agreed, in consideration of an aggregate of 26,400 additional New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants to purchase New PubCo Class A Ordinary Shares to be issued by New PubCo to such HPX shareholders at or promptly following the Closing, to vote in favor of the transactions contemplated in the Business Combination Agreement for which the approval of such HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such HPX shareholder holds of record or beneficially. Emergencia and the Sponsor are named third-party beneficiaries under the Non-Redemption Agreements. In addition to the Non-Redemption Agreements, Cygnus Fund Icon has entered into the Cygnus Subscription Agreement and the Cygnus Non-Redemption Agreement with HPX and New PubCo, according to which Cygnus Fund Icon was granted the Cygnus Option. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

Similarly, the XP Non-Redeeming Shareholder entered into the XP Non-Redemption Agreement, pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it is the record and beneficial owner in connection with any Extension sought on or prior to July 15, 2022 and (ii) New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued on or promptly following the Closing, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrant, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any

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of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of income taxes payable) in connection with the liquidation of the Trust Account or if we subsequently complete a different initial business combination on or prior to March 31, 2023 (or such later date as may be approved by HPX shareholders in connection with an Additional Extension), and such shares are tendered for redemption in connection with such different initial business combination.

HPX will pay the redemption price to any public shareholders who properly exercise their redemption rights promptly following the Closing. The Closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination.

Each redemption of public shares by HPX’s public shareholders will decrease the amount in our Trust Account, which held $21,905,596.80 as of December 2, 2022. In no event will HPX redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001. See the section entitled “The Extraordinary General Meeting of HPX Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Holders of outstanding HPX Warrants will not have redemption rights with respect to such warrants. Assuming maximum redemptions of 1,576,544 HPX Class A Ordinary Shares (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on NYSE American of $0.38 as of December 2, 2022, the aggregate fair value of HPX Warrants that can be retained by the redeeming shareholders holding such outstanding 1,576,544 HPX Class A Ordinary Shares is $299,543. The actual market price of the HPX Warrants may be higher or lower on the date that an HPX warrantholder seeks to sell such HPX Warrants. Additionally, we cannot assure the HPX warrantholders that they will be able to sell their HPX Warrants in the open market as there may not be sufficient liquidity in such securities when an HPX warrantholder wishes to sell their HPX Warrants. Further, while the level of redemptions of public shares will not directly change the value of the HPX Warrants because the HPX Warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the HPX warrantholder who exercises such HPX Warrants will ultimately own a greater interest in New PubCo because there would be fewer shares outstanding overall. See “Risk Factors — Risks Relating to New PubCo — Following the consummation of the Business Combination, New PubCo Warrants will become exercisable for New PubCo Class A Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.”

Description of New PubCo Share Capital (Page 398)

New PubCo is an exempted company incorporated with limited liability in the Cayman Islands. Its affairs are governed by its amended and restated memorandum and articles of association and the Companies Act.

Upon the Closing of the Business Combination, the authorized share capital of New PubCo will be US$50,000, consisting of (i) 250,000,000 New PubCo Class A Ordinary Shares, par value US$0.0001 per New PubCo Class A Ordinary Share, (ii) 150,000,000 New PubCo Class B Ordinary Shares, par value US$0.0001 per New PubCo Class B Ordinary Share, and (iii) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of New PubCo may determine from time to time in accordance with the Proposed Governing Document. As of the date of this proxy statement/prospectus, there is one New PubCo Ordinary Share issued and outstanding. See “Description of New PubCo Share Capital.”

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New PubCo Management Following the Business Combination (Page 390)

The Business Combination Agreement provides that, immediately following the Closing, New PubCo’s board of directors will consist of seven directors. The initial composition of New PubCo’s board of directors will be comprised of (i) five individuals to be designated by Ambipar, (ii) one individual to be designated by the Sponsor, provided, that such director so designated shall qualify as “independent” under Rule 10A-3 of the Exchange Act, and (iii) one individual to be designated by Opportunity Agro Fund, in each case, in accordance with, and subject to, the terms and conditions of the Proposed Governing Documents. The directors of New PubCo will include Tercio Borlenghi Junior and Carlos Piani.

Under the Proposed Governing Documents, for so long (i) as the aggregate voting power held by Ambipar continues to be at least 50% of the total voting power of all New PubCo shares, Ambipar will have the right to appoint at least the majority of the directors, provided that at least one of such directors must qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act and shall be appointed as members of the audit committee; (ii) as the Sponsor is subject to the transfer restrictions with respect to its New PubCo Class A Ordinary Shares pursuant to the terms of the Investor Rights Agreement, the Sponsor shall be entitled to nominate one director, provided that such director shall qualify as an independent director and be appointed as a member of the audit committee; and (iii) as Opportunity Agro Fund holds at least fifty percent (50%) of the New PubCo Class A Ordinary Share voting power held by Opportunity Agro Fund immediately after Closing, Opportunity Agro Fund shall be entitled to nominate one director. See “New PubCo Management Following the Business Combination — Board of Directors.”

New PubCo’s executive team following the Closing is expected to be comprised of Yuri Keiserman as Chief Executive Officer, Rafael Santo as Chief Financial Officer, Guilherme Borlenghi as Chief Operational Officer, Pedro Petersen as Chief Investor Relations Officer, Dennys Spencer as President Brazil, Pablo Pinochet as President Latin America, Shannon Riley as President North America and Martin Lehane as President Europe.

Anticipated Accounting Treatment (Page 273)

As contemplated by the Business Combination Agreement and the Contribution Agreement, prior to the First Effective Time, Ambipar shall transfer all of the issued and outstanding shares of Emergencia, in the context of the Pre-Closing Exchange, to Merger Sub, in exchange for the issuance of a certain number of Merger Sub shares. As a result, Emergencia shall become a wholly owned subsidiary of Merger Sub. Following such transaction, subject to the receipt of HPX shareholder approval, Ambipar approval and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions set forth in the Business Combination Agreement, at the Closing, HPX shall be merged with and into New PubCo, with New PubCo as the surviving entity. Immediately thereafter, Merger Sub shall be merged with and into New PubCo, with New PubCo as the final surviving entity and a “foreign private issuer.” As a result of the above transactions, Emergencia shall become a wholly owned subsidiary of New PubCo, and New PubCo shall be controlled by Ambipar.

The Business Combination is expected to be considered as a capital reorganization and shall be accounted for as a share-based payment transaction under IFRS 2. As a result, the difference between the fair value of the equity instruments issued to acquire HPX and the fair value of the identifiable net assets acquired represents a stock exchange listing service of New PubCo. The cost of this service will be recognized as an expense immediately upon the consummation of the Business Combination.

Accordingly, the combined financial statements of Emergencia will become the historical financial statements of New PubCo; the assets, liabilities, and results of operations of HPX will be consolidated with New PubCo beginning on the Closing Date. For accounting purposes, the financial statements of New PubCo will represent a continuation of the financial statements of Emergencia. The net assets of HPX will be stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the transaction will be presented as those of Emergencia in future reports of New PubCo.

The WOB Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3 Business Combinations. Under this method, New PubCo recorded the fair value of assets acquired and liabilities assumed from Witt O’Brien’s using preliminary estimates. The

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WOB Acquisition has been consummated as of the date of the preparation of the unaudited pro forma condensed combined financial information.

For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information Accounting for the Proposed Transactions.”

Appraisal or Dissenters’ Rights (Page 194)

The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the HPX Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See “The Extraordinary General Meeting of HPX Shareholders — Appraisal or Dissenters’ Rights.” Extracts of relevant sections of the Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Status as Emerging Growth Company

Each of HPX and Emergencia is, and consequently, following the Business Combination, New PubCo will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, New PubCo will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” and may not be required to, among other things, (1) provide an auditor’s attestation report on its system of internal controls over financial reporting pursuant to Section 404; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. If some investors find New PubCo’s securities less attractive as a result, there may be a less active trading market for New PubCo’s securities and the prices of New PubCo’s securities may be more volatile.

New PubCo will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of HPX’s IPO or (b) in which it has total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time), and (2) the date on which (x) it is deemed to be a large accelerated filer, which means the market value of New PubCo Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, or (y) the date on which it has issued more than $1.0 billion in nonconvertible debt during the prior three-year period.

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Controlled Company and Foreign Private Issuer

For purposes of the rules of the NYSE, New PubCo will be a “controlled company.” Under the NYSE rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. Upon completion of the Business Combination, Ambipar will hold all of the outstanding New PubCo Class B Ordinary Shares, which will give Ambipar control of the voting power of all outstanding New PubCo Class B Ordinary Shares and approximately 95.8% of New PubCo’s voting power (assuming that none of HPX’s public shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their public shares, but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension). Accordingly, New PubCo will be eligible to take advantage of certain exemptions from certain NYSE corporate governance standards.

Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

•

the requirement that a majority of its board of directors consist of independent directors;

•

the requirement that the nominating and corporate governance committee is composed entirely of independent directors; and

•

the requirement that the compensation committee is composed entirely of independent directors.

Currently, New PubCo does not plan to utilize the exemptions available for controlled companies, but will rely on the exemption available for “foreign private issuers” described below to follow its home country governance practices instead. If New PubCo ceases to be a foreign private issuer or if it cannot rely on the home country governance practice exemption for any reason, New PubCo may decide to invoke the exemptions available for a controlled company as long as it remains a controlled company. As a result, you will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements. For more information, see the disclosure immediately below under “— Controlled Company and Foreign Private Issuer” and “New Pubco Management Following the Business Combination — Foreign Private Issuer Exemptions.”

In addition, after the closing of the Business Combination, New PubCo will be considered a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE. Under the applicable securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled issuers. New PubCo intends to take all necessary measures to comply with the requirements of a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules of which were adopted by the SEC and the NYSE as listing standards and requirements. Under NYSE’s rules, a “foreign private issuer” is subject to less stringent corporate governance and compliance requirements and subject to certain exceptions and the NYSE permits a “foreign private issuer” to follow its home country’s practice in lieu of the listing requirements of the NYSE. Certain corporate governance practices in the Cayman Islands, which is New PubCo’s home country, may differ significantly from the NYSE corporate governance listing standards. Among other things, New PubCo is not required to have:

•

a majority of the board of directors consisting of independent directors;

•

a compensation committee consisting of independent directors;

•

a nominating committee consisting of independent directors; or

•

regularly scheduled executive sessions with only independent directors each year.

Accordingly, you may not have the same protections afforded to shareholders/stockholders of companies that are subject to all of the corporate governance requirements of NYSE. See “Risk Factors — Risks Relating to New PubCo — New PubCo is expected to be a “controlled company” within the meaning of the rules of the NYSE. As a result, New PubCo will qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies” and “Risk Factors — Risks Relating to New PubCo — As a foreign private issuer, New PubCo will be exempt from a number of

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rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of New PubCo’s securities.” See also “New Pubco Management Following the Business Combination — Foreign Private Issuer Exemptions.”

Interests of HPX’s Directors and Executive Officers in the Business Combination (Page 225)

In considering the recommendation of our board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

the fact that certain of our directors and officers are principals of our Sponsor;

•

the fact that 6,245,000 Founder Shares held by our Sponsor, for which it paid $25,000.00, and 7,060,000 HPX Private Placement Warrants held by our Sponsor will be subject to the Sponsor Recapitalization as a result of which the Sponsor will hold (i) 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), which will convert on a one-for-one basis, into an equal number of New PubCo Class A Ordinary Shares upon the Closing, and (ii) 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens. Likewise, the 60,000 Founders Shares held by the Insiders will also be subject to the Sponsor Recapitalization as a result of which each Insider will hold 20,000 HPX Class A Ordinary Shares, which will convert on a one-for-one basis, into 20,000 New PubCo Class A Ordinary Shares upon the Closing. In addition, Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting. Such shares and units will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New PubCo, or restricted stock units that are settled in New PubCo Class A Ordinary Shares, as the case may be, as described further below and will be worthless if an initial business combination is not consummated:

​	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Sponsor(5)	​	1,860,000	​	—	​	$	18,600,000	​	$	18,358,200
Bernardo Hees(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Carlos Piani(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Rodrigo Xavier(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Marcos Peigo	​	20,000	​	—	​	$	200,000	​	$	197,400
Wolney Betiol	​	20,000	​	—	​	$	200,000	​	$	197,400
Salete Pinheiro	​	20,000	​	—	​	$	200,000	​	$	197,400

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​	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Rafael Grisolia	​	—	​	20,000	​	$	200,000	​	$	197,400

(1)

Interests shown consist solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing. Such shares will automatically convert into New PubCo Class A Ordinary Shares upon the Closing on a one-for-one basis.

(2)

Interests shown consist solely of HPX Restricted Stock Units prior to the First Effective Time. Such HPX Restricted Stock Units will automatically convert into restricted stock units that are settled in New PubCo Class A Ordinary Shares at the First Effective Time and, pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(3)

Assumes a value of $10.00 per Class A Ordinary Share or Restricted Stock Unit, as applicable, the deemed value of the New PubCo Class A Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(4)

Assumes a value of $9.87 per Class A Ordinary Share or Restricted Stock Unit, as applicable, which was the closing price of the HPX Class A Ordinary Shares on the NYSE American on December 2, 2022. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(5)

HPX Capital Partners LLC is the record holder of the shares reported herein. Each of Messrs. Hees, Piani and Xavier indirectly exercises the sole investment and voting power over his one-third interest in the shares held of record by our Sponsor. Therefore, Messrs. Hees, Piani and Xavier may be deemed to have sole investment and voting power over 620,000 HPX Class A Ordinary Shares each (considering the effects of the Sponsor Recapitalization), as reported herein, and each disclaims beneficial ownership of any other HPX Ordinary Shares held of record by our Sponsor.

•

the fact that if an initial business combination is not consummated by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $8,400,000 in the aggregate, which investment included $25,000 in value of HPX Class A Ordinary Shares (consisting solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing), valued at an assumed price of $10.00 per share, the value implied by the Business Combination (inclusive of the Sponsor’s initial capital contribution of $25,000), the 7,060,000 HPX Private Placement Warrants acquired for a purchase price of $7,060,000 in the aggregate, and $1,315,000 outstanding as of the date of this proxy statement/prospectus under two unsecured promissory notes;

•

the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the 1,860,000 New PubCo Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption

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Agreement) that the Sponsor will receive upon conversion of the Founder Shares and considering the Sponsor Recapitalization in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New PubCo Class A Ordinary Shares trade below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if HPX fails to complete an initial business combination and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•

the fact that in connection with the Business Combination, we entered into the Subscription Agreements with the PIPE Investors, which provide for the purchase by the PIPE Investors of an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000, in a private placement, as well as for the issuance of an aggregate of 2,567,500 New PubCo Warrants and an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares to the PIPE Investors (with Opportunity Agro Fund being issued 2,280,000 New PubCo Warrants and 1,810,000 additional New PubCo Class A Ordinary Shares pursuant to the Opportunity Subscription Agreement), the closing of which will occur substantially concurrently with the Closing. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively;

•

the fact that in connection with the Business Combination, we entered into the Ambipar Subscription Agreement with Ambipar, pursuant to which Ambipar committed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share, payable by Ambipar either in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement;

•

the fact that in connection with the Business Combination, we entered into the Downside Protection Agreements, pursuant to which the DPA Beneficiaries are provided with certain downside protection rights;

•

the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) 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 the trust assets, net of the amount of taxes payable, 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 our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act;

•

the fact that, as of June 24, 2022, on November 30, 2022 and on January 17, 2023, the Sponsor loaned to HPX an aggregate of $700,000, $205,000 and $410,000, respectively, for working capital purposes and $1,315,000 is outstanding as of the date of this proxy statement/prospectus. These loans are evidenced by two promissory notes which are non-interest bearing and payable upon the consummation by HPX of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants;

•

the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying,

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investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited. As of the date of this proxy statement/prospectus, no such out-of-pocket expenses related to identifying, investigating and consummating a business combination and for which our directors would be awaiting reimbursement have been incurred;

•

the fact that pursuant to the Investor Rights Agreement (as defined below), certain holders of registrable securities can demand registration of their registrable securities and will also have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing, whereas they do not have such rights today;

•

the potential continuation of certain directors and other persons associated with HPX and Sponsor as directors and in other roles at New PubCo. In particular, Mr. Carlos Piani is nominated to the board of directors of New PubCo, Mr. Bernardo Hees is expected to be nominated to the advisory executive committee of New PubCo, Mr. Rafael Espírito Santo is nominated to be New PubCo’s chief financial officer, and Mr. Pedro Petersen is nominated to be New PubCo’s chief investor relations officer; and

•

the continued indemnification of current directors and officers of HPX and the continuation of directors’ and officers’ liability insurance for a period of six years after the Business Combination.

Unlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares or public shares held by them in favor of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/​prospectus, the Sponsor and the Insiders own approximately 74.3% of the issued and outstanding HPX Ordinary Shares.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and/or other investors who vote, or indicate an intention to vote, against any of the Transaction Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Transaction Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of HPX Class A Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that the required number of holders of HPX Ordinary Shares necessary to approve each proposal, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Transaction Proposals, (2) satisfaction of the Minimum Available Cash Condition, (3) otherwise limiting the number of public shares electing to redeem and (4) HPX’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Financing actually received prior to or substantially concurrently with the Closing) being at least $5,000,001. However, any public shares purchased by the Sponsor or any of its affiliates pursuant to such share purchases or other transactions will not be voted in favor of any of the Transaction Proposals.

Entering into any such arrangements may have a depressive effect on HPX Class A Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over

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the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. HPX will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

These interests may influence the HPX Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should take these interests into account in deciding whether to approve the Business Combination. You should also read the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Other Interests in the Business Combination.”

Recent Developments

HPX Extension Amendments

On July 14, 2022, HPX shareholders approved an amendment to HPX’s then existing amended and restated memorandum and articles of association to give effect to the Initial Extension (the “Initial Extension Amendment”). The Initial Extension Amendment extended the date by which HPX must consummate its initial business combination from July 20, 2022 to November 20, 2022. At the meeting related to the Initial Extension Amendment, the holders of 19,472,483 HPX Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.018 per share, for an aggregate redemption amount of approximately $195.1 million, leaving approximately $58.4 million in the Trust Account as of that date. On November 3, 2022, HPX shareholders approved another amendment to HPX’s amended and restated memorandum and articles of association to give effect to the Second Extension (the “Second Extension Amendment”). The Second Extension Amendment further extends the date by which HPX must consummate its initial business combination from November 20, 2022 to March 31, 2023. If HPX’s initial business combination is not consummated by March 31, 2023, then HPX’s existence will terminate, and HPX will distribute amounts in the Trust Account as provided in HPX’s amended and restated memorandum and articles of association. At the meeting related to the Second Extension Amendment, the holders of 3,650,973 HPX Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.064 per share, for an aggregate redemption amount of approximately $36.7 million, leaving approximately $21.9 million in the Trust Account as of that date.

Transfer of Listing to NYSE American

On October 24, 2022, HPX issued a press release and filed a current report on Form 8-K announcing the voluntary transfer of the listing of the HPX Securities from the New York Stock Exchange to NYSE American. On October 27, 2022, the HPX Securities began trading on NYSE American.

Additional Loans Under the Unsecured Promissory Notes

On November 30, 2022, under the terms of the promissory note entered into between HPX and the Sponsor on June 24, 2022, pursuant to which the Sponsor agreed to loan HPX up to an aggregate principal amount of $905,000, the Sponsor loaned to HPX an additional $205,000 for working capital purposes. On January 17, 2023, under the terms of an additional promissory note entered into between HPX and the Sponsor on the same date, pursuant to which the Sponsor agreed to loan HPX up to an aggregate principal amount of $410,000, the Sponsor loaned to HPX an additional $410,000 for working capital purposes, bringing the total aggregate principal amount loaned under the terms of such promissory notes to $1,315,000 as of the date of this proxy statement/prospectus.

These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants. If HPX does not consummate a business combination, all amounts loaned to it in connection with these loans will be forgiven except to the extent that HPX has funds available to it outside of the Trust Account.

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Resignation of Credit Suisse

Credit Suisse, the underwriter and bookrunner in HPX’s IPO, resigned as a placement agent, ceased to act in any capacity, role or relationship in connection with the PIPE Financing and waived any entitlement to its deferred underwriting fee that accrued from its participation in HPX’s IPO in the amount of $8,855,000 and all right to fees under its Engagement Letter. On August 19, 2022, HPX, Ambipar and Credit Suisse executed a formal termination letter and HPX and Credit Suisse executed the Waiver Letter confirming its resignation effective as of July 5, 2022 and waiver of fees. Credit Suisse did not communicate to HPX the reasons leading to its resignation and waiver of its fees. There is no dispute among HPX and Credit Suisse with respect to Credit Suisse’s placement agency services or its resignation.

As a result of this resignation and the associated waiver of fees, the transactions fees payable by HPX at the consummation of the Business Combination will initially be reduced by $8,855,000. Credit Suisse has not received any fees pursuant to the Engagement Letter or the IPO Underwriting Agreement, other than $5,060,000 in underwriting fees paid by HPX to Credit Suisse upon the consummation of HPX’s IPO. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information and the estimated transaction fees and expenses required to be paid in connection with the Business Combination.

At no time prior to or after its resignation did Credit Suisse indicate that it had any specific concerns with the Business Combination and Credit Suisse did not advise HPX that it was in disagreement with the contents of this prospectus/proxy statement or the registration statement of which it forms a part. Credit Suisse did not prepare or provide any of the disclosure in this prospectus/proxy statement or any other materials or work product that have been provided to HPX’s shareholders, the HPX Board or the PIPE Investors, or any analysis underlying such materials and has disclaimed any responsibility for the contents of this proxy statement/prospectus.

In addition, Credit Suisse did receive drafts of this prospectus/proxy statement prepared by HPX and Emergencia. HPX has been advised by Credit Suisse that, given that they are no longer engaged in any capacity by HPX, Credit Suisse does not intend to review any disclosure in this proxy statement/prospectus, other than disclosure pertaining to its roles and resignation. At the request of the SEC, HPX asked Credit Suisse to provide a letter stating whether it agrees with the statements made in this proxy statement/prospectus related to its resignation, but HPX has not received a response from Credit Suisse as of the date of this proxy statement/prospectus. Accordingly, Credit Suisse’s failure to respond should not be interpreted to mean that Credit Suisse agrees or disagrees with the current disclosure and no inference can be drawn to this effect. Shareholders should not put any reliance on the fact that Credit Suisse was previously involved with any aspect of the transactions described in this prospectus/proxy statement.

HPX did not rely on Credit Suisse for the preparation or analysis of any materials provided to the HPX Board for use as a component of its overall evaluation of Emergencia. The HPX Board did not receive or rely upon any financial or valuation analyses conducted or prepared by Credit Suisse in making its determination that the Business Combination Agreement, and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, HPX and its shareholders.

In its past role as placement agent, Credit Suisse performed the following services: (i) facilitated outreach to potential PIPE investors, (ii) provided assistance in connection with the preparation of documentation related to the PIPE Financing, including by organizing and processing publicly available market data with respect to sector-specific comparable companies, and (iii) generally participated in the PIPE Financing efforts. In each case, HPX’s management considered Credit Suisse’s input based on its expertise and experience as an investment bank with coverage in the industries and geographies that HPX operates, but HPX’s management conducted its own independent analysis and made its own conclusions, and HPX’s management prepared the disclosure about HPX in this proxy statement/prospectus and is fully responsible for this disclosure and any other related work product, including the Projections. Furthermore, in Credit Suisse’s termination letter, it has, pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended, disclaimed responsibility for any portion of this proxy statement/prospectus.

The services being provided by Credit Suisse prior to such resignations were substantially complete at the time of its resignation (including the underwriting services provided by Credit Suisse pursuant to the

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IPO Underwriting Agreement, at the time of HPX’s initial public offering) and Credit Suisse is not expected to play any role at the Closing. Accordingly, HPX and New PubCo do not expect that the resignation of Credit Suisse will affect the timing or completion of the Business Combination, but will reduce the aggregate fees payable at the Closing.

HPX considered engaging additional financial advisors, and on June 27, 2022, HPX engaged EarlyBird to, among other things, (i) assist HPX in the transaction structuring with respect to the Business Combination, (ii) assist HPX with respect to any necessary Extension, (iii) facilitate meetings with potential equity investors in HPX, (iv) provide financial advisory services in connection with the Business Combination, and (v) assist HPX with NYSE or Nasdaq listing requirements, as applicable. EarlyBird did not provide any valuation analyses to the HPX Board in connection with the approval of the Business Combination. As a result of the engagement of EarlyBird, the transaction fees payable by HPX at the consummation of the Business Combination will be increased. Other than any fees payable to EarlyBird, HPX does not expect to incur any additional costs resulting from the resignation of Credit Suisse.

Credit Suisse’s resignation did not impact HPX Board’s analysis of or continued support of the Business Combination. The availability of the PIPE Financing, the Ambipar PIPE Financing, the funds in the Trust Account and any contemplated post-transaction financing arrangements are not impacted by the resignation of Credit Suisse. HPX does not have any other current relationship with Credit Suisse.

Shareholders should not associate Credit Suisse with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of Credit Suisse prior to its resignation in the transactions contemplated by this proxy statement/​prospectus. As a result, HPX shareholders may be more likely to elect to redeem their shares, which may have the effect of reducing the proceeds available to New PubCo to achieve its business plan. See “Unaudited Pro Forma Condensed Combined Financial Information.” Credit Suisse’s services were substantially complete at the time of its resignation, and HPX and New PubCo do not expect that the resignation of Credit Suisse will affect the timing or completion of the Business Combination. See “Risk Factors — Risks Relating to the Business Combination and HPX — Credit Suisse was to be compensated in part on a deferred basis for already-rendered services in connection with HPX’s IPO in part for advisory services provided to HPX in connection with the Business Combination. However, Credit Suisse gratuitously and without any consideration from HPX or Emergencia waived such compensation and disclaimed any responsibility for this proxy statement / prospectus.”

The resignation letter of Credit Suisse with respect to its engagement with HPX stated that Credit Suisse is not responsible for any part of this proxy statement/prospectus. While Credit Suisse did not provide any additional detail in their resignation letter either to HPX or to the Securities and Exchange Commission, such resignation may be an indication by Credit Suisse that it does not want to be associated with the disclosure in this proxy statement/prospectus or the underlying business analysis related to the transaction. Accordingly, shareholders should not place any reliance on the fact that Credit Suisse has been previously involved with this transaction.

In addition, we note that unaffiliated investors are subject to certain material risks as a result of New PubCo going public through a merger rather than through a traditional underwritten offering. See “Risk Factors — Risks Relating to New PubCo — As a private investor in New PubCo, you will not have the same protections as an investor in an underwritten public offering of securities of New PubCo.”

HPX continues to have customary obligations with respect to the use of information, expense reimbursement and indemnification under the Engagement Letter, the IPO Underwriting Agreement and the Waiver Letter with Credit Suisse. In particular, as is customary, certain provisions of the IPO Underwriting Agreement and the Engagement Letter shall survive Credit Suisse’s resignation or, in case of the Waiver Letter, became effective upon the execution of the Waiver Letter, including HPX’s obligation to indemnify Credit Suisse against certain liabilities under the U.S. federal securities laws or otherwise. However, HPX is not party to any agreements that would require the payment of fees (other than expense reimbursement) or underwriting commissions (other than the underwriting commissions that have already been paid to Credit Suisse in connection with HPX’s IPO) to Credit Suisse with respect to the Business Combination or any other transactions described herein.

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Recent Acquisitions

On July 7, 2022, Emergencia’s subsidiary Ambipar Response ES S.A. acquired CTA Serviços em Meio Ambiente Ltda., a Brazilian specialist in environmental emergency response services, in particular with respect to preserving, protecting and rehabilitating fauna and flora, with 20 service centers in the states of Rio de Janeiro, Espírito Santo and Bahia and a multidisciplinary team of more than 140 employees.

On July 11, 2022, Emergencia’s subsidiary Ambipar Holding Canadá Inc. acquired Graham Utility Hydrovac Services, a Canadian specialist in industrial services and emergency response for the road transport industry, with a strategically located service center in Belleville, Canada.

On July 26, 2022, Emergencia acquired Ck7 Servicos de Manutencao Industrial e Reparos Em Geral Ltda (known as C-Tank), a Brazilian based specialist on vessel tank cleaning, with headquarters in Niteroi, Rio de Janeiro, which further expanded our portfolio and strengthened our position on the oil and gas market.

On August 2, 2022, Emergencia’s subsidiary Ambipar Holding Canadá Inc. acquired Ridgeline Canada Inc., a Canadian emergency response company with 16 operation centers in Canada and focused on level 1 (24-hour remote emergency response by telephone) and level 2 (consulting and subcontracting of responders) services.

On September 13, 2022, Ambipar USA entered into a purchase and sale agreement with the WOB Sellers and Seacor to acquire all of the issued and outstanding membership interests in Witt O’Brien’s, LLC for cash (the “WOB Acquisition”), which closed on October 24, 2022. Based in the United States and supporting clients in several countries across the world, Witt O’Brien’s provides crisis and emergency management services for both the public and private sectors that ensure the continuity, stability, and resilience of its clients’ mission-critical operations. After the consummation of the WOB Acquisition, Witt O’Brien’s, LLC became an indirect wholly owned subsidiary of Emergencia. For further information on the WOB Acquisition and the risks related thereto, see “Risk Factors — Risks relating to the WOB Acquisition” and “Business of Emergencia — The WOB Acquisition.”

New Loan Agreement with Itau BBA International PLC

In August 2022, in order to finance the WOB Acquisition, Ambipar USA, as borrower, and Emergencia, as guarantor, entered into a loan agreement with Itau BBA International PLC, as lender, pursuant to which Itau BBA International PLC granted a loan to Ambipar USA in the principal amount of $90.0 million, bearing interest of 6.36% p.a., to be paid in nine half-yearly installments from March 2023 to March 2027, with payment of principal due on September 13, 2027.

Ambipar Intercompany Loan Agreement

On July 5, 2022, Ambipar and Emergencia entered into the Ambipar Intercompany Loan Agreement, pursuant to which Ambipar formalized the disbursement to Emergencia of an aggregate amount of R$317,094,454.24. According to the Ambipar Intercompany Loan Agreement, Ambipar may elect, at any time prior to the termination of this agreement and at its sole discretion, to convert the amount (as expressed in Brazilian reais) equivalent to US$50,500,000.00 into Emergencia’s equity, as consideration for the subscription and purchase of 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share pursuant to the Ambipar Subscription Agreement. See “Certain Emergencia Relationships and Related Party Transactions.”

Second Issuance of Debentures

On September 20, 2022, Emergencia issued R$250.0 million in principal amount of a single series of 250,000 unsecured, non-convertible debentures due September 20, 2028 (the “Second Issuance of Debentures”), pursuant to the deed of debentures dated as of September 16, 2022, entered into by and among Emergencia, Oliveira Trust Distribuidora de Títulos e Valores Mobiliários, as trustee, and Ambipar, as guarantor. The debentures issued under the Second Issuance of Debentures bear interest corresponding

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to 100% of the accumulated rate of interbank deposits in Brazil (“CDI”) plus 2.65% per year, and will be amortized in four annual and consecutive installments, with the first installment due on September 20, 2025.

Emergencia’s Preliminary Results for the Nine Months Ended September 30, 2022

Emergencia’s financial results for the nine months ended September 30, 2022 are not yet finalized. The following table reflects selected preliminary unaudited interim financial information relating to Emergencia for the periods indicated:

​	For the nine months ended September 30,
​	2022		2022		2021		Variation
​	(Unaudited)
​	(in US$ millions)(1)		(in R$ millions)				%
Net revenue	​	194.7	​	1,052.6	​	567.5	​	85.5%
Cost of services rendered	​	(153.5)	​	(830.2)	​	(439.7)	​	88.8%
Gross profit	​	41.1	​	222.4	​	127.8	​	74.0%
Operating profit	​	37.8	​	204.2	​	120.8	​	69.0%
Net finance cost/revenue	​	(10.8)	​	(58.2)	​	2.2	​	(2,717.3)%
Income tax and social contribution	​	(5.0)	​	(27.0)	​	(32.6)	​	(17.3)%

(1)

For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.407 to US$1.00, the commercial selling rate for U.S. dollars as of September 30, 2022, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.”

Net revenue

Net revenue for the nine months ended September 30, 2022 amounted to R$1,052.6 million, compared to R$567.5 million in the nine months ended September 30, 2021, which represents an increase of R$485.1 million, or 85.5%.

The increase in net revenue was primarily due to increased operations in Emergencia’s North America and Brazil segments, which experienced the largest growths in the period, reaching net revenue of R$439.5 million and R$352.4 million in the nine months ended September 30, 2022, respectively, from R$228.9 million and R$144.1 million in the nine months ended September 30, 2021, respectively, as a result of a wider regional reach and, consequently, an increase in the overall number of subscription contracts and spot contracts. These increases were partially offset by a negative effect of 6.2 percentage points on Emergencia’s net revenue as a result of the depreciation of the U.S. dollar, Canadian dollar and British pound against the real.

Acquisitions that occurred during the nine months ended September 30, 2022 contributed R$223.6 million to the increase in net revenue in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. Excluding the effect of those acquisitions, Emergencia’s net revenue would have increased 46.1% or R$261.5 million in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, due to (1) an increase of R$138.9 million in net revenue in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, derived from the net revenue generated from the companies Emergencia acquired during 2021 and that were gradually and fully integrated into its ecosystem during the nine months ended September 30, 2022 and (2) an increase of R$122.6 million or 37.0% in net revenue in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, excluding all acquisitions made in the nine months ended September 30, 2022 and 2021, primarily due to an increase of cross-selling and growth in North America and Latin America in connection with an increase of the capacity of Emergencia’s service centers and operating capabilities.

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Cost of services rendered

Cost of services rendered for the nine months ended September 30, 2022 amounted to R$830.2 million, compared to R$439.7 million for the nine months ended September 30, 2021, which represents an increase of R$390.5 million, or 88.8%. This increase was primarily due to the acquisitions we completed in the period and the increase in operations, consistent with the increase in net revenue described above. These increases were partially offset by a positive effect of 6.1 percentage points on Emergencia’s cost of services as a result of the depreciation of the U.S. dollar, Canadian dollar and British pound against the real.

Acquisitions that occurred during the nine months ended September 30, 2022 contributed R$132.0 million to the increase in cost of services rendered in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. Excluding the effect of those acquisitions, Emergencia’s cost of services rendered would have increased by 58.5% or R$258.5 million in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, due to (1) an increase of R$181.0 million in cost of services rendered in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, derived from the growth of the operations of the companies Emergencia acquired in 2021 and integrated into its ecosystem during the nine months ended September 30, 2022; and (2) an increase of cost of services rendered of R$77.5 million or 25.6% in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021, excluding all acquisitions made in the nine months ended September 30, 2022 and 2021, as a result of the organic growth of Emergencia’s operations in this period and inflationary costs pressure on Emergencia’s cost of services rendered.

Gross profit

Gross profit for the nine months ended September 30, 2022 amounted to R$222.4 million, compared to R$127.8 million in the same period ended September 30, 2021. Gross profit represented 21.1% and 22.5% of Emergencia’s net revenue, respectively, for the nine months ended September 30, 2022 and 2021. The decrease in gross profit margin was primarily due to the increase in cost of services rendered in the nine months ended September 30, 2022 as a percentage of net revenue, as a result of increased costs related to third-party providers and fuel caused by inflationary cost pressure, supply chain disruptions, and increases in oil prices in the period, which negatively impacted gross profit margin by 4.6 percentage points in the aggregate, as well as decreased economies of scale resulting from (1) recently acquired businesses that were in the process of being integrated into Emergencia’s ecosystem, and (2) organic growth in markets which Emergencia had recently entered and had smaller operations. The increasing adoption of controls over Emergencia’s costs and expenditures following recent acquisitions helped to mitigate inflationary pressures, including by means of centralizing negotiations with suppliers at the corporate level and the renegotiation of pricing terms with suppliers, and we have been able to gradually increase prices as a way to pass on costs and improve gross profit margins. Supply chain disruptions have been mitigated through the earlier ordering of vehicles and equipment, and increasing the utilization of suppliers who have more favorable delivery terms. The increase in cost of services rendered as a percentage of net revenue was partially offset primarily by a decrease in costs with personnel as a percentage of net revenue due to workforce optimization.

Operating Profit

Operating profit for the nine months ended September 30, 2022 amounted to R$204.2 million, compared to R$120.8 million in the nine months ended September 30, 2021, which represented an increase of R$83.4 million, or 69.0%, due to the factors described above, as well as a decrease of six percentage points of selling and administrative expenses as a percentage of net revenues.

Net finance cost/revenue

Our net finance costs increased by R$60.5 million, to R$58.2 million for the nine months ended September 30, 2022 from a net finance income of R$2.2 million for the nine months ended September 30, 2021. Finance income decreased by R$3.7 million, or 36.6%, to R$6.4 million in the nine months ended September 30, 2022 from R$10.0 million in the nine months ended September 30, 2021, primarily due to a decrease in foreign-exchange rate income, as partially offset by a greater average cash balance in the period which resulted in an increase in revenues from interest-earning bank deposits. Our finance costs increased by

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R$56.8 million, or 728.1%, to R$64.6 million in the nine months ended September 30, 2022 from R$7.8 million in the nine months ended September 30, 2021, primarily due to an increase of R$30.1 million and R$11.4 million in the nine months ended September 30, 2022 in debenture interest and interest on loans, respectively, primarily as a result of the First Issuance of Debentures, the Second Issuance of Debentures and the borrowing under the loan agreement with Itau BBA International PLC to finance the WOB Acquisition in 2022.

Income tax and social contribution

Income tax and social contribution expense for the nine months ended September 30, 2022 was R$27.0 million, compared R$32.6 million in the nine months ended September 30, 2021, which represents a decrease of R$5.6 million, or 17.3%. This decrease was primarily due to the decrease in the provision for deferred taxes.

Cautionary Statement Regarding Preliminary Results

Emergencia’s preliminary results for the nine months ended September 30, 2022 and 2021 provided herein are derived from segment data included in the unaudited financial statements of Ambipar and made public by Ambipar in Brazil in connection with its release of its results for the nine months ended September 30, 2022 and 2021. The preliminary results have not been prepared on a standalone basis and reviewed in accordance with applicable PCAOB standards. While the preliminary results have been prepared in good faith and based on information available at the time of preparation, no assurance can be made that actual results will not change as a result of Emergencia’s management’s review of results and other factors. The preliminary results presented above are subject to finalization and closing of Emergencia’s accounting books and records (which have yet to be performed) and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with IFRS. The preliminary results depend on several factors, including weaknesses in Emergencia’s internal controls and financial reporting process (as described under “Risk Factors”). Accordingly, you should not place undue reliance upon these preliminary results. While we do not expect that Emergencia’s preliminary results will differ materially from its actual results for the nine months ended September 30, 2022, we cannot assure you that Emergencia’s preliminary results for the nine months ended September 30, 2022 will be indicative of its financial results for future interim periods or for the full year ending December 31, 2022. As a result, the preliminary results cannot necessarily be considered predictive of actual operating results for the periods described above, and this information should not be relied on as such. You should read this information together with the sections of this proxy statement / prospectus entitled “Selected Historical Financial Data of Emergencia,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia,” and Emergencia’s audited combined financial statements, unaudited interim condensed consolidated financial statements and unaudited pro forma condensed financial information and the historical audited financial statements of Witt O’Brien’s and the respective notes thereto included elsewhere in this proxy statement / prospectus.

The preliminary results presented above were prepared by and are the responsibility of Emergencia’s management. No independent registered public accounting firm or independent accountant has examined, reviewed or compiled any information with respect to the financial information contained in these preliminary results. Accordingly, no independent registered public accounting firm or independent accountant has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm or independent accountant assumes any responsibility for the preliminary results. The report of the independent registered public accounting firm included elsewhere in this proxy statement/prospectus relates to the historical financial information of Emergencia. Such report does not extend to the preliminary results and should not be read to do so.

By including in this proxy statement / prospectus a summary of certain preliminary results regarding Emergencia’s financial and operating results, neither we nor any of our respective advisors or other representatives has made or makes any representation to any person regarding Emergencia’s ultimate performance compared to the information contained in the preliminary results and actual results may materially differ from those described above and we do not undertake any obligation unless required by applicable law to update or otherwise revise the preliminary results set forth herein to reflect circumstances

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existing since their preparation or to reflect the occurrence of unanticipated events or to reflect changes in general economic or industry conditions, even in the event that any or all of the underlying assumptions are shown to be in error.

The HPX Board’s Reasons for Approval of the Business Combination (Page 213)

The HPX Board, in evaluating the Business Combination, consulted with HPX’s management and legal and other advisors, in reaching its decision at its meeting on July 5, 2022 to approve and adopt the Business Combination Agreement and the Business Combination contemplated thereby. As described in “Summary of the Proxy Statement/Prospectus — Recent Developments,” Credit Suisse subsequently resigned and withdrew from its role as placement agent with respect to the Business Combination and shareholders should not place any reliance on the participation of Credit Suisse in the transactions contemplated by this proxy statement/prospectus. At this and at prior meetings, the HPX Board considered a variety of factors weighing positively and negatively with respect to the Business Combination. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the HPX Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The HPX Board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of HPX’s reasons for the board of directors’ approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

Before reaching its decision, the HPX Board reviewed the results of due diligence conducted by HPX’s management, together with its advisors, which included, among other things:

•

extensive meetings with HPX’s management team, as well as with its legal and financial advisors, regarding Emergencia’s operations, business model, and projections;

•

review of various industry and financial data, including Emergencia’s existing business model, historical and projected financial information, and various valuation analyses;

•

research on the environmental, emergency response and industrial field service industries, including historical growth trends and market share information as well as end-market size and growth projections;

•

review of Emergencia’s commercial strategy;

•

analysis of Emergencia’s historical and projected financial information to understand and validate the key assumptions underpinning the financial projections prepared by Emergencia’s management;

•

review of Emergencia’s material contracts regarding financials, tax, legal, accounting, information technology, insurance, employment and intellectual property;

•

financial and valuation analysis of Emergencia and the Business Combination;

•

Emergencia’s combined financial statements prepared in accordance with IFRS that are included in this proxy statement/prospectus;

•

tax, legal and other diligence findings of external advisors; and

•

assessment of Emergencia’s public company readiness.

As described in the prospectus for its IPO, HPX identified general, non-exclusive criteria and guidelines that HPX believed would be important in analyzing prospective target businesses for a business combination. HPX indicated its intention to acquire a company that it believes possesses attractive long-term growth potential, was well-positioned within its industry and would benefit from the broad network and substantial strategic, financial, and operational experience of HPX’s leadership team, in addition to the following characteristics:

•

Solid competitive advantages.   Businesses that are leading players or have high-quality assets within the Brazilian economy;

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•

Consistent track record.   Target businesses that are fundamentally sound with historically consistent operational performance and free cash flow generation but are underperforming their potential;

•

Upsize potential.   Businesses that exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace;

•

Attractive moment for further investment.   Companies that are at an inflection point, such as requiring additional capital or expertise, where we believe we can drive improved financial performance;

•

Multiple avenues for growth.   Target businesses that offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;

•

Compatibility with experienced management team.   Businesses that have the potential to further improve their performance from our founders’ knowledge of the target’s industry, proven operational strategies, and past experiences in profitably and scaling businesses;

•

Capacity for international expansion.   Targets that have an international expansion plan as part of their overall growth strategy and can leverage our management team’s operational experience in global markets; and

•

Attractive Valuation.   A strong return profile that offers an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.

Based on its due diligence of Emergencia and the industry in which it operates, including the financial and other information provided by Emergencia in the course of negotiations, the HPX Board believes that Emergencia meets the criteria and guidelines listed above. However, there is no assurance of this. See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX Board’s Reasons for Approval of the Business Combination.”

In particular, the HPX Board considered the following positive factors, although not weighted or in any order of significance:

•

Strong presence in the Brazilian market.   The HPX Board observed that sources that include competitors and clients, contacted through a specialized background check and market research firm in the Brazilian market, indicate that Emergencia has a strong presence in terms of market share and services breadth in its original market of Brazil.

•

Successful track record in international expansion.   Emergencia already has established operations in Chile, Colombia, Peru, Uruguay, United States, Canada, and the United Kingdom. The HPX board believes there is still significant room for Emergencia to grow in these countries and that it has already taken the first steps in establishing a business presence in these countries.

•

Higher industry growth due to Environmental, Social and Governance (ESG) standards adherence.   The HPX Board noticed that increasing ESG awareness and compliance by corporations as well as more rigorous environmental regulations worldwide are favorable tailwinds that will accelerate Emergencia’s global industry growth.

•

Fragmented industry in the United States.   The HPX Board understands that the two leading players in the environmental, industrial and emergency response segment possess less than 5% of market share, which leaves substantial room for Emergencia to grow without the threat of a big and dominant competitor.

•

Opportunities for accretive tuck-in acquisitions.   The HPX Board believes that, based in part on the views of Emergencia’s management, there are abundant opportunities for Emergencia to grow through potential acquisitions of smaller businesses, many of which are family owned, are financially and operationally constrained due to their smaller size, and thus present potential to grow revenues by being part of a larger group and strong franchise such as Emergencia. Considering the shares subject to the Non-Redemption Agreements, the PIPE Financing and the Ambipar PIPE Financing, the HPX Board believes that Emergencia will emerge from the Business Combination with a comfortable balance sheet position to increase financial leverage for acquisitions. The HPX Board believes that,

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also based in part on the views of Emergencia’s management, Emergencia’s leading position in the highly fragmented environmental, emergency response and industrial field service industries in Brazil and other countries, combined with the liquidity and financial flexibility that will be provided by the minimum amount of cash expected to be available following by the Business Combination, will provide it with significant advantages as a potential acquirer of smaller businesses in Brazil and abroad and further believes that these acquisitions can be made on a basis that would be immediately accretive to Emergencia, even before giving effect to any synergies.

•

Size and service quality.   Emergencia has sufficient size and assets to supply corporations with high quality and quantity equipment, personnel and services. It has a number of credentials, such as ISO 9001, 14001, 45001 and 22320 certifications. Emergencia has held since 2019 the Nova Odessa (State of São Paulo, Brazil) training field, and has been selected by ENSCO Inc. to lead the emergency response and hazardous materials training of the Security and Emergency Emergencia Training Center (SERTC) in Pueblo, Colorado, United States, which validates the quality of its service.

•

Experienced controlling shareholder and management team and results-driven culture.   HPX’s management believes that Emergencia’s management team has extensive industry experience, and employs a highly disciplined approach to operations, with a focus on constant improvement, quality and safety of service.

•

Strong business fundamentals, underpinned by attractive key metrics.   Emergencia has presented strong and consistent EBITDA Margins and ROIC since 2020.

•

Opportunity for liability management and consequent reduction of the debt cost.   HPX’s management believes that Emergencia’s debt can be refinanced following the Business Combination, with attractive terms that are well tailored for Emergencia’s growth strategy in global markets and are more favorable relative to commercial credit facilities typically available to companies listed in OECD, including issuing lower interest bearing debt in currencies such as U.S. Dollar and Euro, countries perceived as lower risk by the credit markets as measured by credit default swaps.

•

Strong sponsorship and financial support.   Following the Closing, New PubCo is expected to have leading shareholders and a permanent capital and public platform suitable for its long-term success, which can reinforce its growth strategy on the long-term, providing stability to all stakeholders. Subject to the terms and conditions of the Subscription Agreements, approximately $111,500,000 of private capital has been committed by the PIPE Investors.

•

Commercial rationale.   The HPX Board noted that Emergencia has over 10,000 clients worldwide, including many first tier corporations, and judged that it possesses several compelling qualities that enable value creation, especially growing organically and inorganically in the North American market, and increasing its presence and operations in Latin America, Europe and Brazil.

•

Attractive valuation.   The HPX Board also considered Emergencia’s financial plan and outlook, as well as valuations and trading of publicly traded companies, valuations of precedent merger and acquisition targets in similar and adjacent sectors, and Emergencia’s implicit valuation in Ambipar’s stock price using a Sum of the Parts method. The HPX Board determined that if Emergencia is able to meet its financial projections, then HPX’s shareholders will have acquired their shares in New PubCo at an attractive valuation, which would compound for a long period of time and increase shareholder value.

•

Continued ownership of Ambipar.   The HPX Board considered that Ambipar would continue to be a controlling shareholder of New PubCo after Closing, with Ambipar entering into the Investor Rights Agreement, containing certain restrictions on the transfer of its New PubCo Class B Ordinary Shares following the Closing, which will carry voting rights in the form of 10 votes per share.

•

Other terms of the Business Combination Agreement.   The HPX Board reviewed the financial and other terms and conditions of the Business Combination Agreement, including with respect to the Business Combination, and determined that they were reasonable and were the product of arm’s-length negotiations among the parties.

•

Other alternatives.   Our board of directors’ belief that the Business Combination represents the best potential business combination for HPX resulting from the process utilized to evaluate and assess

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other potential acquisition targets, and our board of directors’ and management’s belief that such process had not presented a better alternative for a business combination.

In the course of its deliberations, the HPX Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the transaction, including, among others, the following:

•

Risks Relating to Emergencia’s Business and Industry.

•

the risk that Emergencia’s inorganic growth strategy may subject Emergencia to a variety of risks that could adversely affect its operations and revenues;

•

the risk that Emergencia may face successor liability for contingencies and damages arising from its acquisitions that have not been identified prior to the relevant acquisition and may not be sufficiently indemnified under the terms of the applicable acquisition agreement;

•

the risk that competition for acquisition targets and consolidation in its sector may limit Emergencia’s ability to grow through acquisitions;

•

the risk that Emergencia may not realize the expected benefits from recent or potential future acquisitions or may incur significant expenses in connection therewith, which could adversely affect its results of operations and financial condition;

•

the risk that the use of cash and significant indebtedness in connection with financing acquisitions could adversely impact Emergencia’s liquidity, limit its flexibility to respond to other business opportunities and increase its vulnerability to adverse economic and operating conditions;

•

risks associated with Emergencia’s inability to comply with certain financial and operating covenants in its Debentures, to manage its liquidity risks or to raise sufficient funds to implement its business plan, renew its existing lines of credit or access new financing facilities on attractive terms or at all;

•

the risk that Emergencia’s emergency response services are subject to operational and security risks, including as a result of the handling of hazardous substances, and any accidents that occur during the performance of these services may expose Emergencia to significant civil, labor, environmental and criminal liabilities and adversely affect its business, results of operations, financial condition and reputation;

•

risks associated with Emergencia’s failure to compete successfully;

•

risks associated with unfavorable conditions in Emergencia’s industry or in the global economy could limit Emergencia’s ability to grow its business and negatively affect its results of operations;

•

risk associated with macroeconomic uncertainty, including as it relates to COVID-19 and the 2022 presidential elections in Brazil, and the effects it could have on revenues;

•

the risk that the loss of members of its management may have a material adverse effect on Emergencia’s business, financial condition and results of operations;

•

the risk that, as a holding company Emergencia depends on the operational results of its subsidiaries.

•

Risks Relating to the Business Combination and HPX.

•

the risk if the conditions to the Business Combination Agreement are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not occur;

•

the risk that the Business Combination may be required to close if the requisite HPX shareholder approval is obtained, even if the HPX Board determines it is no longer in the best interest of the HPX shareholders;

•

the risk that, given that HPX may waive one or more of the conditions to the Business Combination, the exercise of discretion by HPX’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may

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result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests HPX shareholders;

•

the risk that the Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination;

•

the risk that NYSE may not list New PubCo’s securities on its exchange and that, if they are listed, New PubCo may not be able to maintain the listing of its securities on NYSE following the Business Combination;

•

the risks to HPX shareholders related to becoming shareholders of New PubCo through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter;

•

the risk that in evaluating Emergencia for the Business Combination, the management of HPX is relying on the availability of all of the funds from the sale of the securities to the PIPE Investors and the Ambipar PIPE Financing in connection with the Business Combination and on the compliance by the Non-Redeeming Shareholders with the Non-Redemption Agreements. If the sale of some or all of the securities to PIPE Investors or the Ambipar PIPE Financing fails to close, or if the Non-Redeeming Shareholders redeem their securities, HPX may lack sufficient funds to consummate the Business Combination;

•

the significant fees and expenses associated with completing the Business Combination and related transactions and the substantial time and effort of management required to complete the Business Combination; and

•

the possibility of litigation challenging, delaying or preventing the completion of the Business Combination.

•

Risks Related to Limitations of Review.

•

the fact that HPX is not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, there is no assurance from an independent source that the price HPX is paying for the Business Combination is fair to HPX and the HPX shareholders from a financial point of view.

•

The other risks described in the section entitled “Risk Factors.”

For more information about the HPX Board’s decision-making process concerning the Business Combination, please see the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX Board’s Reasons for Approval of the Business Combination.”

Quorum and Vote Required for Shareholder Proposals (Page 190)

A quorum of HPX’s shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting of shareholders if a majority of the HPX Ordinary Shares outstanding and entitled to vote at the extraordinary general meeting of shareholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of each of the Business Combination Proposal, the Governing Document Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Merger Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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Recommendation of the HPX Board (Page 261)

The HPX Board believes that the Business Combination Proposal and the other proposals be presented at the extraordinary general meeting of shareholders are in the best interests of HPX and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the First Plan of Merger Proposal, “FOR” the Second Plan of Merger Proposal, “FOR” the Change in Authorized Share Capital Proposal, “FOR” the Method to Appoint and Elect Directors Proposal, “FOR” the Other Changes to the Governing Documents Proposal and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting.

The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of HPX and HPX shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. When you consider the recommendation of the HPX Board in favor of the Business Combination Proposal, you should keep in mind that certain of our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination. Where actual amounts are not known or knowable, the figures below represent HPX’s good faith estimate of such amounts.

​	(in millions)
Sources(1)	​	​	​
Existing cash held in Trust Account(2)	​	$	21.9
PIPE Financing and Ambipar PIPE Financing(3)	​	​	162.0
Equity Consideration to Ambipar(3)	​	​	345.4
Existing Sponsor Equity at Closing(4)	​	​	18.6
Total Sources	​	$	547.9
Uses	​	​	​
Equity Consideration to Ambipar(3)	​	$	345.4
Existing Sponsor Equity at Closing	​	​	18.6
Estimated Transaction Expenses(5)	​	​	18.0
Remaining Cash to Balance Sheet	​	​	165.9
Total Uses	​	$	547.9

(1)

Totals might be affected by rounding.

(2)

Assuming that none of HPX’s outstanding public shares are redeemed in connection with the Business Combination (but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension).

(3)

16,200,000 New PubCo Ordinary Shares issued and sold to the PIPE Investors and Ambipar at an aggregate deemed value of $162,000,000.

(4)

Pursuant to the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued on or promptly following the Closing, in each case per HPX Class A

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Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. As such, as of the Closing Date, the XP Non-Redeeming Shareholder will not have received any additional securities pursuant to the terms of such agreement.

(5)

Represents an estimate of transaction expenses. Actual amounts may vary and may include expenses unknown at this time.

Underwriting Fees as a Percentage of IPO Proceeds Net of Redemptions (Page 193)

​	Minimum Redemptions(1)			Intermediate Redemptions(2)			Maximum Redemptions(3)
IPO underwriting fees(4)	​	$	5,060,000	​	$	5,060,000	​	$	5,060,000
IPO proceeds net of redemptions(5)	​	$	58,275,170	​	$	13,882,720	​	$	6,000,000
Underwriting fees as a % of IPO proceeds net of redemptions	​	​	8.7%	​	​	36.4%	​	​	84.3%

(1)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(2)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(4)

IPO underwriting fees consider $5,060,000 in underwriting fees paid by HPX to Credit Suisse upon consummation of HPX’s IPO. Pursuant to the IPO Underwriting Agreement, upon the consummation of the Business Combination, Credit Suisse was entitled to $8,855,000 of deferred underwriting commission. However, Credit Suisse has agreed to waive its rights to the deferred underwriting commission in the aggregate amount of $8,855,000 in connection with its decision not to provide further services as a placement agent, or in any other capacity in connection with closing of the Business Combination, such that we now do not expect to pay to Credit Suisse any deferred underwriting fees in connection with the closing of our initial business combination. We expect to pay fees in connection with the closing of our initial business combination to BofA Securities and EarlyBird in the aggregate

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amount of $10.0 million, which fees are not considered in this table as BofA Securities and EarlyBird were not underwriters in HPX’s IPO. For more information, see “Summary of the Proxy Statement/​Prospectus — Recent Developments —  Resignation of Credit Suisse.” See also “Business of HPX — HPX History” and “Risk Factors — Risks Relating to the Business Combination and HPX — Credit Suisse was to be compensated in part on a deferred basis for already-rendered services in connection with HPX’s IPO in part for advisory services provided to HPX in connection with the Business Combination. However, Credit Suisse gratuitously and without any consideration from HPX or Emergencia waived such compensation and disclaimed any responsibility for this proxy statement / prospectus” for additional information.

(5)

IPO proceeds net of redemptions reflect the deduction of $5,060,000 in underwriting fees paid by HPX upon consummation of HPX’s IPO. This table does not consider $10.0 million in aggregate fees payable to BofA Securities and EarlyBird in connection with the Business Combination, as BofA Securities and EarlyBird were not underwriters in HPX’s IPO.

Risk Factors (Page 105)

Emergencia’s business and an investment in New PubCo Ordinary Shares are subject to numerous risks and uncertainties. In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the financial statements and annexes attached hereto, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of these risks include:

•

Emergencia’s inorganic growth strategy, including through international expansion, subject it to a variety of risks that could adversely affect its operations and revenues.

•

Emergencia may face successor liability for contingencies and damages arising from its acquisitions that have not been identified prior to the relevant acquisition and may not be sufficiently indemnified under the terms of the applicable acquisition agreement.

•

Competition in the acquisition targets and consolidation in Emergencia’s sector may limit its ability to grow through acquisitions.

•

Emergencia’s growth depends largely on its ability to successfully execute its M&A strategy. Emergencia may not realize the expected benefits from recent or potential future acquisitions or may incur significant expenses in connection therewith, which could adversely affect its results of operations and financial condition.

•

The use of cash and significant indebtedness in connection with financing acquisitions could adversely impact Emergencia’s liquidity, limit its flexibility to respond to other business opportunities and increase its vulnerability to adverse economic and operating conditions.

•

Emergencia may be unable to comply with the financial and operating covenants set forth in the deed governing its Debentures.

•

Emergencia’s difficulties in managing its liquidity risk may adversely affect its financial and operating performance and limit its growth.

•

Emergencia may not be able to raise sufficient funds to implement its business plan, renew its existing lines of credit or access new financing facilities on attractive terms or at all, which could have a material adverse effect on Emergencia.

•

Emergencia’s emergency response services are subject to operational and security risks, including as a result of the handling of hazardous substances, and any accidents that occur during the performance of its services may expose it to significant civil, labor, environmental and criminal liabilities and adversely affect its business, results of operations, financial condition and reputation.

•

In preparing its combined financial statements, Emergencia has identified material weaknesses in its internal control over financial reporting and, if Emergencia fails to remediate such material weaknesses (and any other ones) or implement and maintain effective internal controls over financial reporting, Emergencia may be unable to accurately report its results of operations, meet its reporting obligations or prevent fraud.

91

•

Emergencia’s market is highly competitive. Failure to compete successfully could have a material adverse effect on its business, financial condition and results of operations.

•

Unfavorable conditions in Emergencia’s industry or the global economy could limit its ability to grow its business and negatively affect its results of operations.

•

The loss of members of Emergencia’s management may have a material adverse effect on its business, financial condition and results of operations.

•

Emergencia may not be able to manage its growth effectively, which could have a material adverse effect on its business, results of operations, financial condition and reputation.

•

Failures in Emergencia’s risk management, compliance and internal control systems, policies and procedures may adversely affect its business, financial condition and reputation.

•

Emergencia is a holding company and depend on the operational results of its subsidiaries.

•

Emergencia’s inability to maintain long-term business relationships with its customers at the same or higher volumes or prices and/or to renegotiate such relationships on other favorable terms could negatively affect its ability to grow and adversely affect its competitiveness and its results of operations.

•

Emergencia’s international presence subjects it to a variety of risks arising from doing business internationally.

•

Emergencia may be unable to successfully integrate Witt O’Brien’s’ operations or to fully realize targeted synergies, revenues and other expected benefits of the WOB Acquisition.

•

The WOB Acquisition may expose Emergencia to liabilities and contingencies, including as a result of the Deepwater Horizon/BP Macondo Incident, which became potential liabilities for Emergencia as a result of the completion of the WOB Acquisition.

•

Emergencia may incur additional costs in relation to Witt O’Brien’s internal controls and information systems.

•

Witt O’Brien’s relies on several customers and marketing agreements for a significant share of its revenues, the loss of any of which could adversely affect its businesses and operating results.

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SELECTED HISTORICAL FINANCIAL DATA OF EMERGENCIA

The following tables present Emergencia’s selected financial and other data as of and for the six months ended June 30, 2022 and 2021, and as of and for the years ended December 31, 2021 and 2020. The selected financial information related to Emergencia’s statement of income, financial position and cash flows presented in the tables below has been derived from Emergencia’s historical unaudited interim condensed consolidated financial statements as of June 30, 2022 and for each of the six months ended June 30, 2022 and 2021 and related notes thereto included elsewhere in this proxy statement/prospectus, and from Emergencia’s audited historical combined financial statements as of December 31, 2021, December 31, 2020 and January 1, 2020 and for each of the two years in the period ended December 31, 2021 and related notes thereto included elsewhere in this proxy statement/prospectus. Emergencia has applied IFRS for the first time for the year December 31, 2021 with a transition date of January 1, 2020. The transition to IFRS is more fully described in Note 3 to Emergencia’s audited combined financial statements, which are included elsewhere in the proxy statement/prospectus.

You should read the selected financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia” and Emergencia’s combined financial statements and related notes thereto included elsewhere in this proxy statement/prospectus.

Emergencia’s historical results are not necessarily indicative of the results to be expected for any other period in the future.

Emergencia’s financial information has been prepared in accordance with IFRS.

Statement of Income Data

​	For the six months ended June 30,						For the year ended December 31,
​	2022		2022		2021		2021		2021		2020
​	(Unaudited Consolidated)						(Audited Combined)
​	(in US$ millions)(1)		(in R$ millions)				(in US$ millions)(1)		(in R$ millions)
Net revenue	​	125.0	​	654.5	​	334.6	​	157.0	​	822.2	​	364.3
Cost of services rendered	​	(99.3)	​	(520.0)	​	(251.1)	​	(118.1)	​	(618.7)	​	(256.1)
Gross profit	​	25.7	​	134.5	​	83.5	​	38.9	​	203.5	​	108.1
Operating expenses	​	​	​	​	​	​	​	​	​	​	​	​
Selling, general and administrative expenses	​	(2.7)	​	(14.0)	​	(13.9)	​	(5.1)	​	(26.8)	​	(19.0)
Other income, net expenses	​	1.0	​	5.1	​	(0.1)	​	0.3	​	1.4	​	0.7
Operating profit	​	24.0	​	125.6	​	69.5	​	34.0	​	178.0	​	89.9
Net finance cost/revenue	​	(4.5)	​	(23.3)	​	5.9	​	(0.4)	​	(2.0)	​	(7.1)
Profit before tax	​	19.5	​	102.3	​	75.4	​	33.6	​	176.0	​	82.8
Income tax and social contribution	​	(3.8)	​	(19.9)	​	(22.8)	​	(7.2)	​	(37.9)	​	(16.7)
Profit for the period	​	15.7	​	82.4	​	52.6	​	26.4	​	138.1	​	66.0

(1)

For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.238 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate — Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.”

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Statement of Financial Position Data

​	As of June 30,				As of December 31,
​	2022		2022		2021		2020
​	(Unaudited Consolidated)				(Audited Combined)
​	(in US$ millions)(1)		(in R$ millions)		(in R$ millions)
ASSETS	​	​	​	​	​	​	​	​
Current assets	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	30.0	​	157.2	​	118.9	​	61.7
Trade and other receivables	​	62.2	​	326.1	​	234.3	​	113.3
Current tax assets	​	1.3	​	6.7	​	4.9	​	2.3
Other tax assets	​	2.2	​	11.7	​	13.3	​	8.5
Prepaid expenses	​	3.4	​	18.1	​	1.5	​	0.5
Advances to suppliers	​	5.1	​	26.6	​	47.3	​	18.0
Inventories	​	2.6	​	13.4	​	8.8	​	5.2
Other accounts equivalents	​	4.9	​	25.5	​	24.4	​	24.1
Total current assets	​	111.7	​	585.3	​	453.4	​	233.8
Non-current assets	​	​	​	​	​	​	​	​
Related party loans	​	7.8	​	41.0	​	34.7	​	28.3
Deferred taxes	​	1.2	​	6.3	​	9.0	​	5.8
Judicial deposits	​	0.0	​	0.1	​	0.1	​	0.4
Other accounts receivables	​	4.1	​	21.5	​	6.8	​	5.1
Property, plant and equipment	​	80.5	​	421.5	​	331.6	​	102.8
Goodwill	​	137.5	​	720.3	​	584.9	​	221.5
Intangible assets	​	1.9	​	9.9	​	10.5	​	3.1
Total non-current assets	​	233.0	​	1,220.7	​	977.7	​	367.0
Total assets	​	344.8	​	1,806.1	​	1,431.1	​	600.7
LIABILITIES	​	​	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​	​	​
Loans and financing	​	7.3	​	38.5	​	60.8	​	15.2
Debentures	​	2.6	​	13.4	​	—	​	—
Trade and other payables	​	9.9	​	51.7	​	39.6	​	20.2
Labor obligations	​	6.1	​	32.2	​	21.5	​	14.4
Dividend payable	​	6.0	​	31.5	​	31.5	​	—
Current income tax and social contribution payable	​	1.4	​	7.4	​	6.9	​	1.6
Other tax payable	​	4.3	​	22.3	​	17.7	​	11.4
Obligations from acquisition of investment	​	24.7	​	129.5	​	128.1	​	28.2
Lease liabilities	​	2.1	​	11.2	​	9.6	​	3.1
Other bills to pay	​	6.8	​	35.8	​	30.5	​	8.8
Total current liabilities	​	71.3	​	373.4	​	346.1	​	102.9
Non-current liabilities	​	​	​	​	​	​	​	​
Loans and financing	​	25.0	​	131.0	​	94.5	​	58.5
Debentures	​	63.0	​	330.2	​	—	​	—
Other tax expenses	​	1.5	​	7.6	​	4.1	​	—

94

​	As of June 30,				As of December 31,
​	2022		2022		2021		2020
​	(Unaudited Consolidated)				(Audited Combined)
​	(in US$ millions)(1)		(in R$ millions)		(in R$ millions)
Related party loans	​	69.7	​	365.1	​	482.2	​	54.2
Deferred income tax and social contribution	​	6.8	​	35.8	​	33.4	​	12.9
Obligations from acquisition of investment	​	25.7	​	134.5	​	101.3	​	29.3
Provision for contingencies	​	0.0	​	0.1	​	0.2	​	0.5
Lease liabilities	​	4.2	​	22.1	​	22.0	​	5.8
Other bills to pay	​	3.7	​	19.2	​	9.3	​	9.4
Total non-current liabilities	​	199.6	​	1,045.6	​	747.0	​	170.6
Total liabilities	​	270.9	​	1,419.0	​	1,093.2	​	273.5
SHAREHOLDERS’ EQUITY	​	​	​	​	​	​	​	​
Capital	​	50.0	​	261.9	​	261.9	​	36.9
Advance for future capital increase	​	—	​	—	​	—	​	176.0
Profit reserves	​	34.3	​	179.7	​	176.1	​	76.4
Capital transactions	​	(19.5)	​	(102.0)	​	(116.5)	​	(3.5)
Equity valuation adjustment	​	0.2	​	1.0	​	1.0	​	1.0
Accumulated translation adjustment	​	(13.7)	​	(72.0)	​	3.4	​	16.8
Retained earnings	​	15.0	​	78.3	​	—	​	—
Equity attributable to owners of the group	​	66.2	​	346.9	​	326.0	​	303.7
Non-controlling interest	​	7.7	​	40.2	​	11.9	​	23.5
Total equity	​	73.9	​	387.0	​	337.9	​	327.2
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES	​	344.8	​	1,806.1	​	1,431.1	​	600.7

(1)

For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.238 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate — Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.”

Statements of Cash Flow Data

​	For the six months ended June 30,						For the year ended December 31,
​	2022		2022		2021		2021		2021		2020
​	(Unaudited Consolidated)						(Audited Combined)
​	(in US$ millions)(1)		(in R$ millions)				(in US$ millions)(1)		(in R$ millions)
Net cash generated from operating activities	​	16.8	​	87.8	​	31.0	​	12.3	​	64.3	​	32.5
Net cash used in investment activities	​	(49.5)	​	(259.2)	​	(256.6)	​	(85.6)	​	(448.4)	​	(117.7)
Net cash generated from financing activities	​	37.2	​	195.1	​	217.6	​	82.7	​	433.2	​	108.9

(1)

For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.238 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022, as

95

reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate — Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.”

Unaudited Non-GAAP Financial Measures

​	For the six months ended June 30,						For the year ended December 31,
​	2022		2022		2021		2021		2021		2020
​	(Unaudited Consolidated)						(Unaudited Combined)
​	(in US$ millions, except %)(1)		(in R$ millions, except %)				(in US$ millions, except %)(1)		(in R$ millions, except %)
EBITDA(2)	​	32.0	​	167.9	​	93.2	​	45.5	​	238.2	​	112.4
EBITDA Margin(3)	​	25.6%	​	25.6%	​	27.9%	​	29.0%	​	29.0%	​	30.9%
ROIC(4)	​	16.0%	​	16.0%	​	N/A(5)	​	28.7%	​	28.7%	​	36.2%
Free Cash Flow(6)	​	9.9	​	51.7	​	0.4	​	(4.0)	​	(20.8)	​	28.0
Cash Conversion Rate(7)	​	30.8%	​	30.8%	​	0.4%	​	(8.7)%	​	(8.7)%	​	24.9%

(1)

For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.238 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate — Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.”

(2)

Emergencia calculates EBITDA as profit (loss) for the period plus income tax and social contribution plus net finance cost/revenue plus depreciation and amortization expenses, in each case for the relevant period. Emergencia’s calculation of EBITDA may be different from the calculation used by other companies, including Emergencia’s competitors in the industry, and therefore, Emergencia’s measures may not be comparable to those of other companies. For further information, see “Important Information about GAAP and Non-GAAP Financial Measures” and “— Reconciliation of Non-GAAP Financial Measures.”

(3)

Emergencia calculates EBITDA Margin as EBITDA for the relevant period divided by net revenue for the relevant period. Emergencia’s calculation of EBITDA Margin may be different from the calculation used by other companies, including Emergencia’s competitors in the industry, and therefore, Emergencia’s measures may not be comparable to those of other companies. For further information, see “Important Information about GAAP and Non-GAAP Financial Measures” and “— Reconciliation of Non-GAAP Financial Measures.”

(4)

Emergencia calculates ROIC as net operating profit after tax for the relevant period divided by invested capital. Emergencia defines net operating profit after tax as operating profit for the relevant period minus income tax adjustment. Income tax adjustment is defined as operating profit for the relevant period multiplied by Emergencia’s effective tax rate for the relevant period, the numerator of which is income tax and social contribution and the denominator of which is profit before tax. Emergencia defines invested capital as total shareholders’ equity minus goodwill minus intangibles assets plus current and non-current loans and financing plus debentures plus non-current related party loans liabilities plus current and non-current obligations from acquisition of investment plus dividend payable minus cash and cash equivalents minus non-current related party loans assets. Although ROIC is commonly used as a measure of capital efficiency, definitions of ROIC differ, and Emergencia’s computation of ROIC may not be comparable to other similarly titled measures of other companies. For further information, see “Important Information about GAAP and Non-GAAP Financial Measures” and “— Reconciliation of Non-GAAP Financial Measures.”

(5)

The calculation of ROIC includes certain line items derived from the statement of financial position as

96

of the applicable dates. Considering that Emergencia is not presenting statement of financial position data as of June 30, 2021 herein and in the financial statements included elsewhere in this proxy statement/​prospectus, the calculation of ROIC for such date has not been made available.

(6)

Emergencia calculates Free Cash Flow as EBITDA for the relevant period minus change in working capital minus acquisition of property, plant and equipment and intangible assets. Change in working capital is calculated as the sum of changes in current assets and liabilities affecting the cash generated from operating activities in the statements of cash flow. Emergencia’s calculation of Free Cash Flow may be different from the calculation used by other companies, including Emergencia’s competitors in the industry, and therefore, Emergencia’s measures may not be comparable to those of other companies. For further information see “Important Information about GAAP and Non-GAAP Financial Measures” and “— Reconciliation of Non-GAAP Financial Measures.”

(7)

Emergencia calculates Cash Conversion Rate as Free Cash Flow for the relevant period divided by EBITDA for the relevant period. Emergencia’s calculation of Cash Conversion Rate may be different from the calculation used by other companies, including Emergencia’s competitors in the industry, and therefore, Emergencia’s measures may not be comparable to those of other companies. For further information see “Important Information about GAAP and Non-GAAP Financial Measures” and “— Reconciliation of Non-GAAP Financial Measures.”

Reconciliation of Non-GAAP Financial Measures

The following table below sets forth a reconciliation of Emergencia’s profit for the period to EBITDA and EBITDA Margin for each of the periods indicated:

​	As of and for the six months ended June 30,						As of and for the year ended December 31,
​	2022		2022		2021		2021		2021		2020
​	(Unaudited Consolidated)						(Unaudited Combined)
​	(in US$ millions, except %)(1)		(in R$ millions, except %)				(in US$ millions, except %)(1)		(in R$ millions, except %)
Profit for the period	​	15.7	​	82.4	​	52.6	​	26.4	​	138.1	​	66.0
(+) Income tax and social contribution	​	3.8	​	19.9	​	22.8	​	7.2	​	37.9	​	16.7
(+) Net finance cost/revenue	​	4.4	​	23.3	​	(5.9)	​	0.4	​	2.0	​	7.1
(+) Depreciation and amortization expenses	​	8.1	​	42.3	​	23.7	​	11.5	​	60.2	​	22.5
EBITDA (a)	​	32.0	​	167.9	​	93.2	​	45.5	​	238.2	​	112.4
Net revenue (b)	​	125.0	​	654.5	​	334.6	​	157.0	​	822.2	​	364.3
EBITDA Margin (a)/(b)	​	25.6%	​	25.6%	​	27.9%	​	29.0%	​	29.0%	​	30.9%

(1)

For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.238 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate — Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.”

The following table below sets forth a reconciliation of Emergencia’s profit for the period to Free Cash Flow and Cash Conversion Rate for each of the periods indicated:

97

​	For the six months ended June 30,						For the year ended December 31,
​	2022		2022		2021		2021		2021		2020
​	(Unaudited Consolidated)						(Unaudited Combined)
​	(in US$ millions, except %)(1)		(in R$ millions, except %)				(in US$ millions, except %)(1)		(in R$ millions, except %)
Profit for the period	​	15.7	​	82.4	​	52.6	​	26.4	​	138.1	​	66.0
(+) Income tax and social contribution	​	3.8	​	19.9	​	22.8	​	7.2	​	37.9	​	16.7
(+) Net finance cost/revenue	​	4.4	​	23.3	​	(5.9)	​	0.4	​	2.0	​	7.1
(+) Depreciation and amortization expenses	​	8.1	​	42.3	​	23.7	​	11.5	​	60.2	​	22.5
EBITDA (b)	​	32.0	​	167.9	​	93.2	​	45.5	​	238.2	​	112.4
(-) Change in working capital(2)	​	7.2	​	37.5	​	49.3	​	25.8	​	135.2	​	62.4
(-) Acquisition of property, plant and equipment and intangible assets	​	15.0	​	78.7	​	43.5	​	23.6	​	123.8	​	22.0
Free Cash Flow (a)	​	9.9	​	51.7	​	0.4	​	(4.0)	​	(20.8)	​	28.0
Cash Conversion Rate (a)/(b)	​	30.8%	​	30.8%	​	0.4%	​	(8.7)%	​	(8.7)%	​	24.9%

(1)

For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.238 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate — Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.”

(2)

Change in working capital is calculated as the sum of changes in current assets and liabilities affecting the cash generated from operating activities in the statements of cash flow.

The following table below sets forth a reconciliation of Emergencia’s operating profit for the period to ROIC for each of the periods indicated:

​	As of and for the six months ended June 30,				As of and for the year ended December 31,
​	2022		2022		2021		2021		2020
​	(Unaudited Consolidated)				(Unaudited Combined)
​	(in US$ millions, except %)(1)		(in R$ millions, except %)		(in US$ millions, except %)(1)		(in R$ millions, except %)
Operating profit	​	24.0	​	125.6	​	34.0	​	178.0	​	90.0
Income tax adjustment(2)	​	(4.7)	​	(24.5)	​	(7.3)	​	(38.3)	​	(18.2)
Net operating profit after tax (a)	​	19.3	​	101.1	​	26.7	​	139.7	​	71.7
Total shareholders’ equity	​	73.9	​	387.0	​	64.5	​	337.9	​	327.2
(-) Goodwill	​	137.5	​	720.3	​	111.7	​	584.9	​	221.5
(-) Intangibles assets	​	1.9	​	9.9	​	2.0	​	10.5	​	3.1
(+) Loans and financing (current and non-current)	​	32.3	​	169.5	​	29.6	​	155.3	​	73.7
(+) Debentures	​	65.6	​	343.6	​	—	​	—	​	—
(+) Related party loans liabilities (non-current)	​	69.7	​	365.1	​	92.1	​	482.2	​	54.2
(+) Obligations from acquisition of investment (current and non-current)	​	50.4	​	264.0	​	43.8	​	229.4	​	57.4
(+) Dividend payable	​	6.0	​	31.5	​	6.0	​	31.5	​	—

98

​	As of and for the six months ended June 30,				As of and for the year ended December 31,
​	2022		2022		2021		2021		2020
​	(Unaudited Consolidated)				(Unaudited Combined)
​	(in US$ millions, except %)(1)		(in R$ millions, except %)		(in US$ millions, except %)(1)		(in R$ millions, except %)
(-) Cash and cash equivalents	​	30.0	​	157.2	​	22.7	​	118.9	​	61.8
(-) Related party loans assets (current and non-current)	​	7.8	​	41.0	​	6.6	​	34.7	​	28.3
Invested capital (b)	​	120.7	​	632.3	​	93.0	​	487.2	​	197.8
ROIC (a)/(b)	​	16.0%	​	16.0%	​	28.7%	​	28.7%	​	36.2%

(1)

For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$5.238 to US$1.00, the commercial selling rate for U.S. dollars as of June 30, 2022, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate. See “Risk Factors — Risks Relating to the Markets Where We Operate — Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.”

(2)

Income tax adjustment is defined as operating profit for the relevant period multiplied by Emergencia’s effective tax rate for the relevant period, the numerator of which is income tax and social contribution and the denominator of which is profit before tax.

99

SELECTED HISTORICAL FINANCIAL DATA OF HPX

The following table sets forth selected historical financial information derived from HPX’s unaudited condensed financial statements as of September 30, 2022 and for the nine months ended September 30, 2022 and 2021, and from HPX’s audited financial statements as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and the period from March 20, 2020 (inception) through December 31, 2020 included in this proxy statement/prospectus. You should read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HPX” and HPX’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

The HPX financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC.

As of September 30, 2022, HPX had neither engaged in any operations nor generated any revenues. All activity for the period from inception through September 30, 2022 related to organizational activities, execution of the IPO, identifying a target for a business combination and activities pursuant to the Business Combination Agreement. HPX does not expect to generate any operating revenues until after the completion of a business combination, at the earliest.

Statement of Income Data:

​

For the Period from March 20, 2020 (inception) through December 31, 2020

For the Year Ended December 31, 2021

For the nine- month period ended September 30, 2021

For the nine- month period ended September 30, 2022

Operating and formation costs

​

$

314,723

​

$

1,163,690

​

$

720,129

​

$

5,327,876

Loss from operations

​

​

(314,723)

​

​

(1,163,690)

​

​

(720,129)

​

​

(5,327,876)

Other income (expense):

​

​

​

​

​

​

​

​

​

​

​

​

Change in fair value of warrant liabilities

​

​

(7,884,000)

​

​

10,533,024

​

​

8,278,200

​

​

5,826,276

Change in fair value of PIPE derivative liability

​

​

—

​

​

—

​

​

—

​

​

89,022

Transaction costs allocable to warrants

​

​

(497,297)

​

​

—

​

​

—

​

​

—

Interest income from operating bank account

​

​

71

​

​

89

​

​

72

​

​

—

Interest income on cash and marketable securities held in Trust Account

​

​

12,211

​

​

25,305

​

​

18,927

​

​

694,351

Other income

​

​

—

​

​

—

​

​

—

​

​

296,643

Total other income (expense), net

​

​

(8,369,015)

​

​

10,558,418

​

​

8,297,199

​

​

6,906,292

Net income (loss)

​

$

(8,683,738)

​

$

9,394,728

​

$

7,577,070

​

$

1,578,416

Basic and diluted weighted average shares outstanding, Class A ordinary shares

​

​

14,507,692

​

​

25,300,000

​

​

25,300,000

​

​

19,736,433

Basic and diluted net income (loss) per ordinary share, Class A ordinary shares

​

$

(0.43)

​

$

0.30

​

$

0.24

​

$

0.06

Basic and diluted weighted average shares outstanding, Class B ordinary shares

​

​

5,634,703

​

​

6,305,055

​

​

6,305,055

​

​

6,305,000

Basic and diluted net income (loss) per share, Class B ordinary shares

​

$

(0.43)

​

$

0.30

​

$

0.24

​

$

0.06

100

Balance Sheet Data:

​	December 31, 2020			December 31, 2021			September 30, 2022
ASSETS	​	​	​	​	​	​	​	​	​
Current assets	​	​	​	​	​	​	​	​	​
Cash	​	$	1,132,050	​	$	549,792	​	$	218,475
Prepaid expenses	​	​	259,147	​	​	99,402	​	​	140,767
Total current assets	​	​	1,391,197	​	​	649,194	​	​	359,242
Cash held in Trust Account	​	​	—	​	​	—	​	​	58,650,422
Marketable securities held in Trust Account	​	​	253,012,211	​	​	253,037,516	​	​	—
Total assets	​	$	254,403,408	​	$	253,686,710	​	$	59,009,664

​	December 31, 2020			December 31, 2021			September 30, 2022
LIABILITIES AND SHAREHOLDERS’ DEFICIT	​	​	​	​	​	​	​	​	​
Current liabilities	​	​	​	​	​	​	​	​	​
Accounts payable and accrued expenses	​	$	134,297	​	$	555,895	​	$	588,986
Accrued offering costs	​	​	159,880	​	​	159,880	​	​	159,880
Promissory note – related party	​	​	—	​	​	—	​	​	700,000
Total current liabilities	​	​	294,177	​	​	715,775	​	​	1,448,866
Deferred legal fees	​	​	—	​	​	—	​	​	4,304,833
Warrant liability	​	​	21,089,700	​	​	10,556,676	​	​	4,730,400
PIPE derivative liability	​	​	—	​	​	—	​	​	3,109,245
Deferred underwriting fee payable	​	​	8,855,000	​	​	8,855,000	​	​	—
Total liabilities	​	​	30,238,877	​	​	20,127,451	​	​	13,593,344
Commitments and contingencies	​	​	​	​	​	​	​	​	​
Class A ordinary shares subject to possible redemption; 5,827,517 at redemption value as of September 30, 2022 and 25,300,000 shares at redemption value as of December 31, 2021 and December 31, 2020	​	​	253,012,211	​	​	253,037,516	​	​	58,650,422
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 5,827,517 shares subject to possible redemption as of September 30, 2022 and 25,300,000 shares subject to possible redemption as of December 31, 2021 and December 31, 2020)	​	​	—	​	​	—	​	​	—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,305,000 issued and outstanding as of September 30, 2022 and December 31, 2021 and 6,325,000 issued and outstanding as of December 31, 2020	​	​	633	​	​	631	​	​	631
Additional paid-in capital	​	​	—	​	​	—	​	​	5,009,691
Accumulated deficit	​	​	(28,848,313)	​	​	(19,478,888)	​	​	(18,244,424)
Total shareholders’ deficit	​	​	(28,847,680)	​	​	(19,478,257)	​	​	(13,234,102)
Total liabilities and shareholders’ deficit	​	$	254,403,408	​	$	253,686,710	​	$	59,009,664

101

UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF HPX AND EMERGENCIA

Comparative Per Share Data of HPX

The following table sets forth the closing market prices per share of the HPX Units, HPX Class A Ordinary Shares and HPX Public Warrants as reported by the New York Stock Exchange on July 5, 2022, the last trading day before the Business Combination was publicly announced, and the closing market prices per share of the HPX Units, HPX Class A Ordinary Shares and HPX Public Warrants as reported by NYSE American on December 13, 2022, the last practicable trading day before the date of this proxy statement/prospectus.

Trading Date	HPX Units (HPX.U)			HPX Class A Ordinary Shares (HPX)			HPX Public Warrants (HPX.WS)
July 5, 2022	​	$	10.00	​	$	9.98	​	$	0.0705
December 13, 2022	​	$	10.00	​	$	9.86	​	$	0.3549

The market prices of the HPX Securities could change significantly. Because the consideration payable in the Business Combination pursuant to the Business Combination Agreement will not be adjusted for changes in the market prices of the HPX Securities, the value of the consideration may vary significantly from the value implied by the market prices of the HPX Securities on the date of the Business Combination Agreement, the date of this proxy statement/prospectus, and the date on which HPX shareholders vote on the approval of the Business Combination. HPX shareholders are urged to obtain current market quotations for the HPX Securities before making their decision with respect to the approval of the Business Combination.

Comparative Per Share Data of Emergencia

Historical market price information regarding Emergencia is not provided because there is no public market for Emergencia’s ordinary shares.

Comparative Historical and Pro Forma Combined Per Share Data

The following table sets forth summary historical comparative share information for HPX, Emergencia and Witt O’Brien’s and unaudited pro forma condensed combined per share information after giving effect to the Business Combination and the WOB Acquisition, assuming two redemption scenarios as follows:

•

Minimum redemptions:   this scenario gives effect to the redemption of 19,472,483 HPX Class A Ordinary Shares in connection with the Initial Extension and the redemption of 3,650,973 HPX Class A Ordinary Shares in connection with the Second Extension, and assumes that no other HPX shareholders exercise their rights to redeem any of their HPX Class A Ordinary Shares in connection with the Business Combination for a pro rata portion of the funds in the Trust Account. Thus, this scenario assumes that the approximately $21.6 million (R$112.9 million) held in the Trust Account in the Pro Forma Statement of Financial Position as of June 30, 2022, after the redemptions in connection with the Initial Extension and the Second Extension, were available for the Business Combination at Closing; and

•

Maximum redemptions considering the Non-Redemption Agreements:   this scenario gives effect to the redemption of 19,472,483 HPX Class A Ordinary Shares in connection with the Initial Extension and the redemption of 3,650,973 HPX Class A Ordinary Shares in connection with the Second Extension, and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares (being our estimate of the maximum number of HPX Class A Ordinary Shares that could be redeemed considering that 600,000 HPX Class A Ordinary Shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement) are redeemed in connection with the Business Combination for their pro rata share of the funds in the Trust Account. For more information about the Cygnus Option, see

102

“Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168.0 million (R$880.0 million) would be available, in satisfaction of the Minimum Available Cash Condition.

In accordance with IFRS, the pro forma book value information reflects the Business Combination as if it had occurred on June 30, 2022. The weighted-average shares outstanding and net income (loss) per share information for the six months ended June 30, 2022 and the year ended December 31, 2021 reflect the Business Combination as if it had occurred on January 1, 2021.

This information is only a summary and should be read in conjunction with the historical financial statements of HPX, Emergencia and Witt O’Brien’s and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of HPX, Emergencia and Witt O’Brien’s is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined profit (loss) per share information below does not purport to represent the profit (loss) per share which would have occurred had the companies been combined during the period presented, nor the profit (loss) per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of the Emergencia’s shares and HPX’s shares in Brazilian reais would have been had the companies been combined during the periods presented.

As of and for the year ended December 31, 2021

Emergencia (Historical)

HPX (Historical)

Witt O’Brien’s (Historical)(2)

Pro Forma Combined Assuming Minimum Redemptions

Pro Forma Combined Assuming Maximum Redemptions (ex. Non- Redemption Agreements)

Book value per share – basic and diluted(1)

​

R$

6.95

​

R$

(3.44)

​

—

​

R$

23.94

​

R$

19.34

Weighted average shares outstanding –  basic and diluted

​

​

48,615,599

​

​

31,605,055

​

—

​

​

56,745,534

​

​

55,168,990

Profit (loss) per share – basic and diluted

​

R$

2.84

​

R$

1.62

​

—

​

R$

1.04

​

R$

1.07

(1)

Book value per share equals total equity divided by total weighted shares outstanding.

(2)

Witt O’Brien’s is a privately owned limited liability company. As a result, book value per share, weighted average shares outstanding and profit (loss) per share information are not applicable to Witt O’Brien’s.

103

As of and for the six months ended June 30, 2022

Emergencia (Historical)

HPX (Historical)

Witt O’Brien’s (Historical)(2)

Pro Forma Combined Assuming Minimum Redemptions

Pro Forma Combined Assuming Maximum Redemptions (ex. Non- Redemption Agreements)

Book value per share – basic and diluted(1)

​

R$

1.48

​

R$

(2.36)

​

—

​

R$

20.62

​

R$

19.72

Weighted average shares outstanding –  basic and diluted

​

​

261,920,439

​

​

31,605,000

​

—

​

​

56,745,534

​

​

55,168,990

Profit (loss) per share – basic and diluted

​

R$

0.31

​

R$

0.91

​

—

​

R$

(1.13)

​

R$

(1.16)

(1)

Book value per share equals total equity divided by total weighted average shares outstanding.

(2)

Witt O’Brien’s is a privately owned limited liability company. As a result, book value per share, weighted average shares outstanding and profit (loss) per share information are not applicable to Witt O’Brien’s.

104

RISK FACTORS

Investing in New PubCo Class A Ordinary Shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this proxy statement/prospectus, including the sections titled “Cautionary Statement Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia” and our combined financial statements and accompanying notes, before making a decision on how to vote on the proposals presented in this proxy statement/prospectus. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the trading price of New PubCo’s securities could decline, and you could lose part or all of your investment. Risks relating to the business of New PubCo will be disclosed in future documents filed or furnished by it and/or HPX with the SEC, including the documents filed or furnished in connection with the proposed transactions between Emergencia and HPX. The risks presented in such filings will be consistent with those that would be required for a public company in their SEC filings, including with respect to the business and securities of New PubCo and HPX and the proposed transactions between Emergencia and HPX, and may differ significantly from, and be more extensive than, those presented below.

The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, or which are not identified because they are generally common to businesses, may also become important factors that adversely affect our business. If any of these risks actually occurs, alone or in combination with other events or circumstances, our business, financial condition, results of operations, future prospects and reputation, as well as our ability to realize the anticipated benefits of the proposed transactions between Emergencia and HPX, could be materially and adversely affected.

Unless the context otherwise requires, all references in this subsection to “Emergencia,” “we,” “us” or “our” refer to the business of Emergencia and its subsidiaries prior to the consummation of the Business Combination, which will be the business of New PubCo and its subsidiaries following the consummation of the Business Combination. Therefore, such references to “we,” “us” or “our” refer to the business of New PubCo and its subsidiaries when describing events or circumstances that will or could occur following the Business Combination.

Risks Relating to Emergencia’s Business and Industry

Our inorganic growth strategy, including through international expansion, subjects us to a variety of risks that could adversely affect our operations and revenues.

As part of our strategy to expand our operations in Brazil, North America and other jurisdictions, we acquire and invest in businesses that are complementary to ours, including through strategic mergers and acquisitions or investments. In 2020, we acquired the U.S. companies Allied International Emergency, LLC, One Stop Environmental LLC, Intracoastal Environmental LLC and Custom Environmental Services, Inc. In 2021, we acquired Orion Environmental Services Ltd., in Canada, Enviroclear Site Services Limited, in the United Kingdom, Controlpar Participações S.A., in Brazil, and Lehane Environmental and Industrial Services Limited, in Ireland, among other acquisitions. In 2022, we acquired First Response Inc., Graham Utility Hydrovac Services and Ridgeline Canada Inc., in Canada; Dracares Apoio Marítimo e Portuário Ltda., Flyone Serviço Aéreo Especializado, Comércio e Serviço Ltda. and CTA Serviços em Meio Ambiente Ltda., in Brazil; and Witt O’Brien’s in the United States, among other acquisitions.

The successful execution of mergers and acquisitions is a critical element of our global expansion strategy. We may incur significant transaction costs for the acquisition or incorporation of companies or assets and, even so, we may not be able to complete such transactions or, if we manage to complete them, they may not generate the expected benefits. In addition, we may be unable to identify suitable acquisition or strategic investment opportunities or may be unable to obtain any required financing or governmental licenses, findings of suitability, registrations, permits and approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all, and in accordance with regulatory requirements. We may decide to pursue acquisitions with which our investors may not agree and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment. We also cannot guarantee that we will be able to identify successful acquisition candidates

105

or that we will be successful in consummating of any acquisitions. See “— Competition in the acquisition targets and consolidation in our sector may limit our ability to grow through acquisitions.”

Any acquisition or investment involves a series of risks and challenges that could adversely affect our business, including due to the failure of such acquisition to contribute to our business strategy or improve our image. As a result, we may not be able to generate the expected returns and synergies from our investments. In addition, the amortization of acquired intangible assets may decrease our net income and the distribution of dividends to our shareholders.

We may also face challenges in integrating acquired companies, which could result in the diversion of our capital and our management’s attention to other business problems and opportunities. In this regard, we may not be able to create and implement uniform and effective controls, procedures and policies, and we may incur in additional costs for the integration of systems, people, distribution methods or operating procedures. In addition, we may not be able to integrate technologies from acquired businesses or retain customers, executives and key employees of the acquired businesses.

We may acquire the control of companies that have significant minority investors, or become minority investors in certain transactions. In such cases, our ability to effectively control and manage the business may be limited.

We may face successor liability for contingencies and damages arising from our acquisitions that have not been identified prior to the relevant acquisition and may not be sufficiently indemnified under the terms of the applicable acquisition agreement.

Our strategy of growing through acquisitions subjects us to potential successor liability risk with respect to legal claims incurred by target companies prior to our acquisition of their businesses. We may face liabilities for contingencies and the obligation to indemnify relating to, among other matters, (1) legal and/or administrative proceedings of the acquired company, including civil, regulatory, labor, tax, social security, environmental and intellectual property proceedings and (2) financial, reputational and technical issues, including those related to accounting practices, financial statement disclosures and internal controls, as well as other regulatory matters. These contingencies may not have been identified prior to the acquisition and may not be sufficiently indemnified under the terms of the acquisition agreement, which could have an adverse effect on our business and financial condition. Generally, in connection with acquisitions we often only conduct a limited due diligence prior to the closing of the acquisition. This practice increases the risk that after closing of the respective transaction certain risks or contingencies materialize that were not previously identified and which may adversely affect the acquired entity, the integration of the asset and us. Furthermore, although we endeavor to accurately estimate and limit environmental liabilities presented by the businesses or facilities to be acquired, some liabilities, including ones that may exist only because of the past operations of an acquired business or facility, may prove to be more difficult or costly to address than we then estimate. It is also possible that government officials responsible for enforcing environmental laws may believe that an environmental liability is more significant than we then estimate, or that we will fail to identify or fully appreciate an existing liability before we become legally responsible to address it. See “— Failure to comply with socio-environmental laws and regulations, including with respect to the handling of hazardous waste, may adversely affect our business.”

Some purchase and sale agreements provide for caps and other restrictions on the liability of sellers for any contingencies and liabilities arising from the sale, which may, for example, be limited to representations and warranties made by the seller in the purchase and sale agreement, among others. Any indemnities that we receive or may receive from sellers of acquired companies may not be sufficient to protect or offset legal claims and liabilities or may not be fulfilled.

Unidentified pre-closing contingencies may lead us to negotiate a security package that does not cover the entire risk exposure of the business. In addition, we cannot ensure that any negotiated guarantees will be sufficient to cover future materialized contingencies, as these guarantees may have been used to pay other contingencies. Any collateral granted in our favor in the context of business acquisition may perish, depreciate or be affected in the event of insolvency or the existence of creditors who have preference over our right to indemnity and there may be no obligations of reinforcement or replacement of such guarantees.

106

We may be involved in legal disputes against the sellers regarding the risk allocation for these contingencies, which could increase our costs and turn into losses if we are not successful. We are also subject to tax authorities questioning corporate reorganizations. The tax authorities have already questioned and may question in the future tax benefits achieved as a result of corporate reorganizations and may disallow the tax benefits we claimed in a given year, charging the total amount due plus late payment interest and fines according to applicable legislation.

Some companies we acquire may not deliver the expected result according to our financial and business expectations and, as a result, we may decide to dispose of some of our assets. However, we cannot guarantee that, in the event of disposals of assets, they will be adequately priced by the market and potential buyer, which could lead to accounting and financial losses on the sale. We may also be subject to having to respond for contingencies due to the divested asset, negatively affecting our provisions, results, cash and reputation.

Any of the above factors could adversely affect us, including our reputation, which would reduce acquisition-related benefits and cause material harm to our financial condition and future business.

Competition in the acquisition targets and consolidation in our sector may limit our ability to grow through acquisitions.

Competition for targets and consolidation in the emergency response services sector may lead to a reduction in the number of strategic companies available for acquisition and reduce the likelihood of our success in implementing our M&A strategy. Other companies have adopted or may adopt a similar strategy for the acquisition and consolidation of regional and local businesses, and may accept terms and conditions or assessments that we consider inappropriate. As competition increases, it may become impracticable to make new acquisitions or we may not be able to locate or acquire companies at suitable price levels or on other terms and conditions that we consider appropriate, particularly in markets that we do not yet serve. Furthermore, our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our equity unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy. Fewer or less attractive acquisition opportunities could impact our inorganic growth and have an adverse effect on our business, financial condition and results of operations.

Our growth depends largely on our ability to successfully execute our M&A strategy. We may not realize the expected benefits from recent or potential future acquisitions or may incur significant expenses in connection therewith, which could adversely affect our results of operations and financial condition.

The success of an acquisition or investment will depend on our ability to make accurate assessments with respect to operations, growth potential, integration and other factors related to that business. Accordingly, we cannot guarantee that our acquisitions or investments will produce the results we expect when we enter into or complete a particular transaction. Our ability to continue to expand our business through acquisitions depends on several factors, including (i) our ability to identify and assess opportunities, negotiate favorable terms and close potential target acquisitions; (ii) our ability to obtain funds to finance such transactions on favorable terms; and (iii) our ability to successfully integrate acquired businesses.

Expected benefits from recent acquisitions are necessarily based on projections and assumptions, which may not materialize as expected or which may prove to be inaccurate. Our ability to achieve the expected benefits and synergies will depend on successfully and efficiently integrating the businesses and operations of the newly acquired companies. We may encounter the following significant risks and challenges in integrating and recognizing expected benefits from recent acquisitions:

•

potential interruption or reduction in the growth of our business, due to the diversion of management’s attention to tasks related to the integration of the acquired companies and uncertainty about our management’s relationship with the management of the acquired companies;

•

disputes with the former owners of the acquired companies, including owners who remain as minority shareholders of the acquired companies, which can result in increased legal expenses, management distraction and the risk that we suffer an adverse judgment if we are not the prevailing party in the dispute;

107

•

difficulties in coordinating and integrating research and development teams on technologies and products to improve product development while reducing costs;

•

difficulties in consolidating and integrating enterprise information technology, financial and administrative infrastructures, and integrating and harmonizing business and other back-office systems, which may be more difficult than anticipated;

•

difficulties related to entry into jurisdictions with which we have limited or no prior experience, including due to having to operate in other languages, manage different types of currency, billing, and contracting needs, and comply with new laws and regulations, including labor laws and privacy laws that in some cases may be more restrictive on our operations than laws presently applicable to our business, and the potential of increased competition with new or existing competitors as a result of such acquisitions;

•

complications in our financial statements as a result of acquiring businesses whose operations require the application of revenue recognition or other accounting methodologies, assumptions, and estimates that are different from those we use in our current business, which could expose us to additional accounting and audit costs, and increase the risk of accounting errors;

•

significant cash expenses and accounting charges and significant amount of goodwill and other intangible assets, which may be subject to impairment based on future adverse changes in our business or prospects, including our inability to recognize the anticipated benefits of the transaction;

•

insufficient internal controls from acquired businesses that we must remediate, and the need to modify or enhance our own internal controls, in each case resulting in increased administrative expense and risk that we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 going forward, resulting in late filing of Exchange Act reports, loss of investor confidence, regulatory investigations and litigation;

•

difficulties in coordinating sales and marketing efforts to effectively position our capabilities and drive product development;

•

difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the businesses of the newly acquired companies with ours;

•

retention of employees, suppliers and other key partners of newly acquired companies;

•

difficulties in anticipating and responding to actions that may be taken by competitors in response to our acquisitions; and

•

the assumption of successor liability and exposure to unknown or contingent liabilities of newly acquired companies, in particular companies we acquire without conducting a comprehensive due diligence process.

If we do not successfully manage these issues and other challenges that may inherently arise in the integration of the acquired businesses, we may not achieve the expected benefits of the acquisitions made and incur in unforeseen expenses, contingencies and succession responsibilities. As a result, our results of operations may be materially and adversely affected.

Emergencia has complete discretion to waive the Minimum Available Cash Condition, which means that the Business Combination may close even if New PubCo will have substantially less cash than assumed for purposes of executing on the growth strategy described elsewhere in this proxy statement/prospectus.

Emergencia’s obligation to consummate the Business Combination is conditioned, among other things, on the Minimum Available Cash Condition which requires the receipt of minimum available cash equal to at least $168,000,000 (without considering any payment of Business Combination related transaction expenses) as discussed elsewhere in this proxy statement/prospectus. Emergencia will have complete discretion to waive the Minimum Available Cash Condition. Neither HPX nor you will have any control over Emergencia’s decision in this regard, and you may therefore want to assume that the Business Combination will close even if New PubCo will have substantially less cash than assumed for purposes of executing on the growth strategy described elsewhere in this proxy statement/prospectus.

108

The use of cash and significant indebtedness in connection with financing acquisitions could adversely impact our liquidity, limit our flexibility to respond to other business opportunities and increase our vulnerability to adverse economic and operating conditions.

Our recent acquisitions were financed by cash and cash equivalents, in addition to indebtedness through the issuance of Debentures, and we expect to fund future acquisitions in a similar manner. The use of available cash to finance recent acquisitions may reduce our liquidity, which may reduce the availability of our cash flow for working capital needs, dividends and capital expenditures or to pursue other potential strategic plans, which may affect our growth strategy and adversely affect our business and operating results. Borrowing to fund any cash purchase price would result in increased fixed obligations and could also include covenants or other restrictions that would impair our ability to manage our operations. See “—​We may not be able to raise sufficient funds to implement our business plan, renew our existing lines of credit or access new financing facilities on attractive terms or at all, which could have a material adverse effect on us.”

We may be unable to comply with the financial and operating covenants set forth in the deeds governing our Debentures and certain financing agreement.

On February 15, 2022, we issued R$335.5 million in principal amount of a single series of 335,500 unsecured, non-convertible debentures due February 15, 2028 (the ‘‘First Issuance of Debentures’’), pursuant to the deed of debentures dated as of February 11, 2022, entered into by and among us, Oliveira Trust Distribuidora de Títulos e Valores Mobiliários (“Oliveira Trust”), as trustee, and Ambipar and Environmental ESG Participações S.A., as guarantors (the “First Deed of Debentures”). On September 20, 2022, we issued R$250.0 million in principal amount of a single series of 250,000 unsecured, non-convertible debentures due September 20, 2028 (the “Second Issuance of Debentures”), pursuant to the deed of debentures dated as of September 16, 2022, entered into by and among us, Oliveira Trust, as trustee, and Ambipar, as guarantor (the “Second Deed of Debentures,’’ and together with the First Deed of Debentures, the “Deeds of Debentures”). In addition, on August 26, 2022, our subsidiary Ambipar Holding USA, Inc., as borrower, and we, as guarantor, entered into a $90.0 million loan agreement with Itau BBA International PLC, as lender (the “IBBA Loan Agreement”). See “Summary of the Proxy Statement/​Prospectus — Recent Developments — New Loan Agreement with Itau BBA International PLC.” The Deeds of Debentures and the IBBA Loan Agreement limit in certain circumstances, among other things, the extent to which we can:

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pay dividends and interest on equity or make other distributions to Emergencia’s stockholders;

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purchase or redeem capital stock;

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sell assets;

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consolidate or merge with or into other companies or transfer all or substantially all of its assets; and

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carry out corporate restructurings; and

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undertake a change of control.

As a result of these covenants, we may not be able to respond to changes in business and economic conditions and to obtain additional financing, if needed, and we may be prevented from engaging in transactions that might otherwise be beneficial to us.

The Deeds of Debentures and the IBBA Loan Agreement require, and our future debt instruments may require, us to maintain under certain circumstances certain financial ratios and satisfy certain other financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we may not be able to meet those tests. The breach of any of these covenants could result in a default under our outstanding or future debt. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding under such debts, including accrued interest or other obligations, to be immediately due and payable. If amounts outstanding under such debts were accelerated, our assets might not be sufficient to repay in full those debts.

The Deeds of Debentures and the IBBA Loan Agreement also contain cross-default and cross-acceleration provisions. Under these provisions, a default or acceleration under one instrument governing

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our debt may constitute a default under our other debt instruments that contain cross-default and cross-acceleration provisions, which could result in the related debt and the debt under such other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which funds might not be available to us on favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell assets and otherwise curtail operations to pay our creditors. The proceeds of such a sale of assets or curtailment of operations might not enable us to pay all of our liabilities.

Difficulties in managing our liquidity risk may adversely affect our financial and operating performance and limit our growth.

Liquidity, i.e., ready access to funds, is essential to our business. Liquidity risk is the potential that we will be unable to meet our obligations as they come due because of an inability to generate sufficient cash flows from operations, to liquidate assets or obtain adequate funding. Our liquidity may be impaired by an inability to collect accounts receivable or any recoverable balances in a timely manner, an inability to sell assets or redeem investments, unforeseen outflows of cash or large claim payments, or an inability to access credit from banks or debt investors.

Our access to funding sources in amounts adequate to finance our activities or on acceptable terms could be impaired by factors that affect us specifically or the emergency response industry or economy in general. Factors that could detrimentally impact access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the markets in which we offer our products and services, operational problems that affects us, our customers, suppliers or third parties, or even the perception among market participants that we, or other market participants, are experiencing greater liquidity risk.

Market conditions or other events could also negatively affect the level or cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations and fund asset growth and new business transactions at a reasonable cost, in a timely manner and without adverse consequences.

Any substantial, unexpected or prolonged change in the level or cost of liquidity could have a material adverse effect on our financial condition and results of operations, and could impair our ability to fund operations and meet our obligations as they become due and could jeopardize our financial condition.

We may not be able to raise sufficient funds to implement our business plan, renew our existing lines of credit or access new financing facilities on attractive terms or at all, which could have a material adverse effect on us.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new products and services, enhance our technology, scale and improve our operating infrastructure, or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity, debt or convertible debt financings to secure additional funds.

Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, markets conditions, our credit rating, and other factors.

If we raise additional funds by issuing equity securities or securities convertible into equity securities, our shareholders may experience significant dilution of their ownership interests and the per share value of the New PubCo Ordinary Shares may decline. Debt financing, such as credit facilities or corporate bonds, may require us to agree to covenants restricting our operations or our ability to incur additional debt. Debt financing may also require security arrangements including cash collateral agreements that restrict the availability of cash held as collateral. Any of those securities may have rights, preferences or privileges senior to the rights of our currently issued and outstanding equity or debt. In addition, future equity financing or replacement or refinancing of any debt financings may not be available on terms favorable to us or our shareholders, or at all.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, we may be unable to pursue certain business opportunities and our ability to continue to support our business growth and to respond to business challenges or unforeseen circumstances could be impaired and our business may be harmed.

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Our emergency response services are subject to operational and security risks, including as a result of the handling of hazardous substances, and any accidents that occur during the performance of our services may expose us to significant civil, labor, environmental and criminal liabilities and adversely affect our business, results of operations, financial condition and reputation.

The provision of emergency response services to our customers involves operational risks such as equipment defects or malfunctions, problems in training professionals, failures and natural disasters, which can result in the release of hazardous materials, accidents involving our employees, or the need to shut down or reduce the operation of our facilities while corrective actions are taken. Our employees generally work in potentially dangerous conditions, which exposes us to possible liability, in line with applicable occupational safety standards, for personal injury and other accidents, business interruptions and the damage or destruction of property. Our equipment and vehicle training and maintenance programs may not be adequate to cover all of our potential liability, as well as to prepare our professionals to perform the necessary activities during the provision of customer service without causing damage or accidents. For example, we operate in the handling of hazardous waste and other dangerous substances from different sources. Although we seek to minimize our exposure to operational risks through comprehensive training, compliance and response and recovery programs, including internal safety protocols in accordance with the applicable legal and regulatory requirements, we cannot guarantee that irregularities will not arise or that external factors will not cause accidents. Fires or other incidents involving our team in the provision of emergency response services can cause our reputation to be questioned and subject us to the filing of lawsuits and administrative proceedings and launch of regulatory investigations against us, with possible imposition of fines or other penalties. Further, a major operational failure, even if suffered by a competitor, may bring enhanced scrutiny and regulation of our industry, with a corresponding increase in operating expense.

In addition, some contracts entered into with customers allocate the responsibility for damages caused by irregularities committed during the execution of activities to us, thus increasing our liability exposure.

Any accidents that occur during the performance of our services may damage our reputation and result in significant costs and, consequently, adversely affect our business, financial condition and results of operations.

Our market is highly competitive. Failure to compete successfully could have a material adverse effect on our business, financial condition and results of operations.

The environmental and industrial field services industry is highly competitive. Competition is primarily based on geographic location, breadth of services, quality and reliability of operations, brand recognition and reputation, customer support, and price. We face direct competition from large multinational companies as well as numerous regional and local companies across our geographic markets. Competition is likely to exist in new locations to which we may expand in the future. Some of these competitors may have greater financial and operational resources, strategic geographic locations, advanced technology, may provide service offerings that we do not provide, and may have flexibility to reduce prices or other competitive advantages that could make it difficult for us to compete effectively. We may also face competition from new entrants, including competitors employing new or alternative technologies.

Our revenue derives mainly from contract renewals and new contract signings. We may be unable to renew contracts at historical price levels or at all or to obtain additional contracts at historical rates or at all as a result of competition. We may also elect to exit or not participate in low margin customer relationships. Price reductions or our inability to increase prices could significantly and adversely affect our results of operations.

If we were to lose market share or if we were to lower prices to address competitive issues, it could negatively impact our financial condition, results of operations and cash flows.

Unfavorable conditions in our industry or the global economy could limit our ability to grow our business and negatively affect our results of operations.

Uncertainty and negative trends in general economic conditions, including recessions or fear of recessions and significant tightening of credit markets, may create a difficult operating environment for our

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industry and the industry of our customers. Our business is dependent upon activity levels in cyclical industries, such as chemical and petrochemical. Challenges our customers may face, such as low demand for their products and services, willingness or capacity of their customers to make payment on obligations, or the returns on other assets, may affect us. If these cyclical industries slow significantly as a result of recessionary conditions, the business we receive from them would likely decrease. A weak economy generally results in lower activity levels and a decline in infrastructure, construction and demolition projects, which could negatively affect demand for our services. Consumer uncertainty and the loss of consumer confidence may also decrease overall economic activity and thereby reduce demand for the services we provide. Further, a challenging economic environment may cause some of our customers to suffer financial difficulties and ultimately to be unable or unwilling to pay amounts owed to us. A decline in industrial projects may also result in increased competitive pricing pressure and increased customer turnover, resulting in lower revenue and increased operating costs.

In addition, many factors, including factors that are beyond our control, may impact our results of operations or financial condition and our overall success by affecting our access to capital. These factors include recessions or fear of recessions, interest rates, unemployment levels, conditions in the housing market, immigration policies, government shutdowns, trade wars and delays in tax refunds, as well as events such as natural disasters, acts of war, terrorism, catastrophes and pandemics. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our offering.

General worldwide economic conditions have experienced significant instability in recent years including the recent global economic uncertainty and financial market conditions caused by the COVID-19 pandemic and the current war between Russia and Ukraine. See “— The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, financial condition, results of operations and prospects will depend on future developments, which are highly uncertain and are difficult to predict” and “— We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.”

We cannot predict the timing, strength or duration of any economic slowdown or recovery. In addition, even if the overall economy is robust, we cannot assure you that the market for services such as ours will experience growth or that we will experience growth.

If there is an economic downturn that affects our current and prospective customers, or if we are unable to address and mitigate the risks associated with any of the foregoing, our business, financial condition and results of operations could be adversely affected.

We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, Russian military forces launched a full-scale military invasion of Ukraine, and continued sustained conflict and disruption in the region is likely. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices (in particular oil and gas), credit and capital markets, increase in our energy and other input costs, and supply chain interruptions for some of our and our customers’ equipment and vehicles’ components, including as a result of uncertainties with regard to Russia’s production and export of oil and gas, aluminum and other materials. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business.

In response to Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine, the United

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States, the United Kingdom, the European Union and several other countries have imposed or are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals, including an agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Additional potential sanctions and penalties have also been proposed and/or threatened. These and any additional sanctions, as well as any counter responses by the governments of Russia or other jurisdictions, and prolonged unrest, intensified military activities and/or the implementation of more extensive sanctions and embargoes could lead to further regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and the global financial markets generally and reduce levels of economic activity as well as increase financial markets volatility, potentially making it more difficult for us to obtain additional funds.

While we do not have any employees, staff, consultants, operations, materials or equipment located in Ukraine, Russia or Belarus, some of our customers and suppliers may have employees, staff, consultants, operations, materials or equipment located in Ukraine, Russia or Belarus which could adversely affect our business or the services being provided to us. Likewise, in recent years, diplomatic and trade relationships between the U.S. government and China have become increasingly frayed and the threat of a takeover of Taiwan by China has increased, which may also adversely affect our business or the services we provide for the same reasons.

Cybersecurity organizations in many countries have published warnings of increased cybersecurity threats to businesses, and external events, like the conflict between Russia and Ukraine or the political tensions between China and Taiwan, may increase the likelihood of cybersecurity attacks. Any failure or security breach of information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation or a loss of confidence in our security measures. See “— Breaches of, or significant interruptions to, our information technology systems and those of our third-party service providers or breaches of data security could adversely affect our reputation and financial condition.”

Any of the abovementioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this prospectus.

We, our subsidiaries, affiliates, direct and indirect controlling shareholders and members of our management and that of HPX, or companies with which management has been involved with in the past, have been in the past and may in the future be subject to legal, administrative or arbitration disputes or investigations. This includes a past SEC investigation relating to accounting practices at Kraft Heinz which has been finally settled without charging any executives involved with us or HPX. Any disputes or investigations may adversely affect our results of operations, financial condition and reputation.

We, our subsidiaries, our direct and indirect controlling shareholders and members of our management are and may in the future become subject to legal, administrative or arbitration proceedings, investigations and claims regarding civil, commercial, tax, labor, socio-environmental, criminal, tort and other matters, brought against us by customers, suppliers, regulators, governmental authorities or other third-parties. For more information see “Business of Emergencia — Legal and Administrative Proceedings.”

For example, in October 2018, the SEC started a regulatory investigation against The Kraft Heinz Company (“Kraft Heinz”) relating to activities in its procurement area, which led to formal charges against Kraft Heinz and two former executives for allegedly engaging improper expense-management practices between 2015 and 2018. Although he was not charged by the SEC, Bernardo Hees, who is a co-chairman and partner at HPX, served as the CEO of Kraft Heinz from 2015 to June 2019. On September 3, 2021, Kraft Heinz reached a $62 million settlement with the SEC, and the case was closed without charges against any executives involved with us or HPX. According to SEC filings by Kraft Heinz, the internal control weaknesses identified and disclosed in 2019 were fully remediated in 2020.

In addition, certain of Emergencia’s affiliates within the environmental segment of the Ambipar Group, including Ambitec S.A., as well as certain directors and executive officers of the Ambipar Group, including Mr. Tércio Borlenghi Junior and Ms. Alessandra Bessa Alves de Melo (who are expected to be

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appointed as chairman and member of New PubCo’s board of directors, respectively), are defendants in one or more criminal (Brazilian proceeding no. 0003361-86.2015.8.08.0006) and civil (Brazilian proceedings no. 0003132-6.2010.4.02.5001, 0006131-88.2009.8.26.0288, 000259278.2015.8.08.0006, 0015593-38.2012.8.08.0006) lawsuits in Brazil relating to alleged wrongdoing and improper conduct with public agents related to public bidding laws, including corruption charges, which may lead to the imposition of fines, temporary disqualifications and other criminal sanctions. Although we are not directly involved in any such proceedings, an adverse outcome could result in negative media coverage and public awareness and adversely impact our reputation and the price of our securities.

We cannot guarantee that the results of any such proceedings, investigations and claims will be favorable to us or any such other defendants, as applicable, or that the liabilities arising from them will be adequately provisioned. Any litigation, investigation or claim, whether meritorious or not, could harm our reputation and restrict the conduct of our business, will increase our costs and may divert management’s attention, time and resources, which may in turn harm our business, financial condition and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims and might not continue to be available on terms acceptable to us. A claim brought against us for which we are uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial position and results of operations.

Losses not covered by insurance policies or that exceed the respective indemnity limits, as well as failure to renew insurance policies under conditions favorable to us, may have an adverse effect on our business.

Our operations involve high-risk services and may subject us to liability claims by employees, contractors or other third parties, including as a result of accidents that may occur at our units or at customers’ sites. While we currently maintain insurance in connection with our business, including, among other coverages, employment practices liability insurance, civil liability insurance, property damage insurance, and machinery and equipment insurance, these insurance policies are subject to deductibles and coverage limitations. Although we endeavor to purchase insurance coverage appropriate to our risk assessment, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages, and as a result, we cannot guarantee that our insurance policies will be available or sufficient to cover eventual damages arising from any type of claim.

The scope and limits of such insurance may not be sufficient to cover the types or extent of claims or loss that may be incurred or received, such as cyber-attacks, wars, acts of God, force majeure or the interruption of certain activities. Even in the event of a claim covered by our policies, we cannot guarantee that payment will be made in a timely manner, or in a sufficient amount to fully offset the losses arising from such claim. The successful assertion of one or more large claims against us that exceeds available insurance coverage or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our financial condition, operating results and reputation. In addition, there may be risks for which we do not maintain or procure insurance coverage or for which the insurance coverage may not respond. For example, we do not maintain separate cyber liability insurance. A partially or completely uninsured claim against us, if successful and of sufficient magnitude, could have a material adverse effect on our business financial condition and results of operations. Further, if we fail to pay an insurance premium, the insurance companies may deny reimbursements.

As we grow, our insurance coverage may not be sufficient to protect us from any loss now or in the future and we may not be able to successfully claim our losses under our current insurance policies on a timely basis, or at all. Moreover, we cannot guarantee that we will be able to maintain insurance policies at reasonable commercial rates or on acceptable terms, or contracted with the same or similar insurance companies. Due to the variable condition of the insurance market, we may experience in the future, increased insurance retention levels and increased premiums or unavailability of insurance. Higher deductibles could result in more volatility in our results of operations as well. Any future difficulty in obtaining insurance could also impair our ability to secure future contracts, which may be conditioned upon the availability of adequate insurance coverage. Our inability to obtain and maintain appropriate insurance coverage could cause a substantial business disruption, adverse reputational impact, and regulatory scrutiny and, as a result, could have a material adverse effect on our business financial condition and results of operations.

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The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, financial condition, results of operations and prospects will depend on future developments, which are highly uncertain and are difficult to predict.

The global impact of the COVID-19 outbreak and measures taken to reduce the spread of the virus have had an adverse effect on the global macroeconomic environment, and have significantly increased economic uncertainty and reduced economic activity. Governmental authorities around the world, including in Brazil, have taken measures to try to contain the spread of COVID-19, including by implementing travel bans and restrictions, quarantines, shelter-in-place or total lock-down orders and business limitations and shutdowns, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion or at all. These measures influenced the behavior of the population in general and our customers, in particular, resulting in a sharp drop or halt in the activities of companies in various sectors, including the sectors in which our principal customers operate, as well as in a drastic reduction in consumption. The revenues from our operations may be negatively impacted for as long as the restrictions imposed in the jurisdictions in which we operate remain in effect.

Throughout 2020, 2021 and 2022, new variants of the new coronavirus, such as delta and omicron, spread globally, causing governmental authorities to put back in place certain of the restrictive measures that were previously lifted. It is expected that new variants will continue to emerge. If the contagion does not subside or is not effectively addressed through vaccination efforts, restrictions will likely remain in place, which may further suppress social and economic activity. It is uncertain how long it will take to vaccinate a substantial portion of the world’s population, as well as the Brazilian population. Delays in vaccination efforts or the ineffectiveness of the current vaccines to protect against future variants may further increase risks relating to the COVID-19 pandemic.

As a result, the extent to which the COVID-19 outbreak impacts our business, financial condition, results of operations and prospects in the longer term will depend on future developments, which are highly uncertain and are difficult to predict.

We cannot predict the full impact that the pandemic will still have on our customers, suppliers and other business partners and their financial condition and results of operations. The pandemic and related restrictions could limit our customers’ ability to continue to operate. As a result, our customers could seek to renegotiate existing agreements, with possible increases in defaults, which would force us to idle certain of our assets and therefore adversely affect our results of operations and financial condition. It could also disrupt or delay the ability of employees to work because they become sick or are required to care for those who become sick, or for dependents for whom external care is not available. It could cause delays or disruptions in products and services provided by key suppliers and vendors, including suppliers of personal protective equipment for our employees and contractors, make us and our service providers more vulnerable to security breaches, denial of service attacks or other hacking or phishing attacks, or have other unpredictable effects. Any material adverse effect on these companies may increase our costs, including costs to address the health and safety of our employees, and our ability to obtain certain supplies or services may be limited, and therefore have a material adverse effect on us.

We may also face difficulties in obtaining new financing from financial institutions under favorable terms or renegotiating existing agreements, which may lead to cash flow restrictions that may affect our ability to comply with certain financial covenants set forth in our existing financing agreements. Any cash flow restriction or the acceleration of any of our existing financing agreements may materially affect our business, financial condition and results of operations and may also lead to the execution of guarantees under certain financing agreements, which include the fiduciary assignment of securities issued by certain of our subsidiaries.

There are no comparable recent events that can provide guidance on the future effects of the spread of the COVID-19 pandemic. The effects of a pandemic are highly uncertain, difficult to predict and subject to change. Accordingly, the extent to which the COVID-19 pandemic affects our business, financial condition, results of operations or cash flows will depend on future developments, which are highly unpredictable, including the duration and geographic distribution of the outbreak, its severity, actions to contain the virus or treat its impact and how quickly and to what extent normal economic and operational conditions may be resumed.

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We may not be successful in renewing strategic lease agreements or at terms and conditions favorable to us.

In order to improve our customer experience with efficient and expeditious services, our facilities are located at strategic locations, which we lease from third parties, including one of our affiliates. See “Certain Emergencia Relationships and Related Party Transactions.” If we are unable to renew the lease agreements for our facilities, which have varying terms and conditions, at reasonable prices, terms and conditions, or if we are required to relocate to areas that are not as functional, we could be subject to an interruption or delay in the provision of our services, which would adversely affect our financial condition and results of operation. In addition, the renewal of lease agreements on less favorable terms may reduce the profitability of our facilities and adversely affect our results of operations.

We have entered into lease agreements that are not registered or endorsed before a notary public, or that are not properly registered with the property registry, which may result in an obligation for us to vacate the property during the term of the lease agreement if the landlord sells the leased property and the acquirer has no interest in continuing the lease. In Brazil, where a significant number of our facilities is located, tenancy laws and regulations set forth that, if the leased property is sold to a third party during the contractual term, the acquirer is not required to respect the terms and conditions of the lease, unless (a) the lease is in for a specified length; (b) a covenant allowing the tenant to enforce the lease in the event of a sale is included in the lease agreement; and (c) the contract has been registered with the competent real estate registry office. Considering that some of our lease agreements do not meet these requirements, if our landlords decide to sell the leased properties under these agreements, the acquirers may request that we vacate the property within 90 days from the receipt of a notice to vacate.

Any failure to extend, renew or replace on acceptable terms a significant portion of our lease agreements could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Breaches of, or significant interruptions to, our information technology systems and those of our third-party service providers or breaches of data security could adversely affect our business, reputation and financial condition.

We rely upon information technology networks and systems, including the information technology systems of our third-party service providers, to operate our business. Our systems include, but are not limited to, (i) the Integrated Environmental Management System (SIGA — Sistema Integrado de Gerenciamento Ambiental), a tool for operations, administrative and financial management control of environmental processes, (ii) the Environmental Management System (SGA — Sistema de Gerenciamento Ambiental), which, among other things, controls environmental licenses, conditions, deadlines and cost of licensing and presents environmental projects’ and programs’ metrics and panels, (iii) the Territory Management System (SGT — Sistema de Gerenciamento Territorial), which is used to register real estate property and landlords and control topography, reports, contracts and royalty payments; (iv) the Operating Management System (SGO — Sistema de Gerenciamento Operacional), which provides on-demand management of key performance indicators and (v) SAP Business One, an enterprise resource planning software.

In the ordinary course of our business, we collect, process, transmit and store sensitive information, including personal information, credit information and other sensitive data of our customers, suppliers and employees. We also have outsourced elements of our operations to third parties, and as a result we manage a number of third-party service providers who may receive access to our confidential information or information technology systems. Our internal computer systems, and those of third-party service providers or business partners on which we rely, and the large amounts of confidential information stored on those systems, are vulnerable to damage from physical, electronic or technical break-ins, accidental or intentional exposure of our data by employees, independent contractors, third-party service providers, customers or others with authorized access to our networks, computer viruses, malware, ransomware, unauthorized access, denial of service, “phishing attacks” and other cyberattacks, natural disasters, fire, terrorism, war, telecommunication, electrical failures or disruptive incidents that could result in actual or attempted data breaches, unauthorized access to, mishandling, misuse or disclosure of our confidential information, corruption or encryption of, or loss of sensitive or proprietary data, including personal information, or network failures or interruptions that may result in disruption of service or damaged systems.

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Although we have security measures and procedures in place to mitigate risks associated with cybersecurity incidents and attacks, these security measures and procedures may not be adequate or sufficient to mitigate such risks and avoid security breaches, incidents, attacks and exposures. Cyberattacks by malicious third parties are increasing in their frequency, levels of persistence, sophistication and intensity, and are being conducted by sophisticated and organized groups and individuals with a wide range of motives (including, but not limited to, industrial espionage) and expertise, including organized criminal groups, “hacktivists,” nation states and others. Because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period. If our systems are damaged or cease to function properly due to any number of causes, ranging from catastrophic events to power outages to security breaches, and our business continuity plans do not effectively compensate, we may suffer interruptions in our ability to manage operations, and would also be exposed to a risk of loss, including financial assets or litigation and potential liability, which could materially adversely affect our business, financial condition, results of operation and reputation. Further, our reliance on internet technology and the number of our employees who are working remotely may create additional opportunities for cybercriminals to exploit vulnerabilities. For example, there has been an increase in phishing and spam emails as well as social engineering attempts from “hackers” hoping to use the recent COVID-19 pandemic to their advantage.

We exercise little or no control over third party systems, which increases our vulnerability to problems with their systems. Our operations and results may be adversely affected if there is any interruption in the provision of information technology services to us, whether due to omissions, including those related to obtaining third party consent or licenses for intellectual property used in the equipment or software they manufacture or use, or failure by these service providers to fulfill their obligations to us. If we are unable to maintain or renew contracts with current service providers, we may have trouble integrating our systems with new providers, which may cause operational problems. In addition, the replacement of these service providers may not occur in a timely manner or cause failures in the transition period, which may also affect our operations. Finally, if the suppliers discontinue the services provided to us, we may suffer a material adverse effect on our operations.

Any interruption, disruption or breach of our systems or the systems of third party service providers which we rely upon could adversely affect our business operations and/or result in the loss or unauthorized access, use or disclosure of critical or sensitive confidential information or intellectual property, and could result in financial, legal, business and reputational harm to us. For example, interruptions or failures in our information technology systems caused by accidents, malfunctions or malicious acts could hinder our timely response to emergency calls, which would damage our reputation with customers. We could incur liability, the further development of our current and future products and services could be delayed and our business could be otherwise adversely affected. In addition, investigating, responding to and remediating cybersecurity incidents or theft of our intellectual property or proprietary business information may be costly and time-consuming. We do not maintain separate cyber liability insurance, and we cannot assure that any limitations of liability provisions in our contracts would protect us from potential losses for any liabilities or damages with respect to any particular claim relating to a security lapse or breach. Further, such insurance may not be available to us in the future on economically reasonable terms, or at all. See “— Losses not covered by insurance policies or that exceed the respective indemnity limits, as well as failure to renew insurance policies under conditions favorable to us, may have an adverse effect on our business.”

We are subject to risks associated with non-compliance with the Brazilian Data Protection Law and similar legislation of other countries that impose obligations in connection with the collection, storage, use, processing, disclosure, protection, transmission, retention and disposal of personal, sensitive, regulated or confidential data.

We and our customers are subject to Brazilian and foreign privacy and data protection-related laws and regulations that impose obligations in connection with the collection, storage, use, processing, disclosure, protection, transmission, retention and disposal of personal, sensitive, regulated and confidential data. Laws and regulations governing data privacy, data protection and information security are constantly evolving and there has been an increasing focus on privacy and data protection issues with the potential to

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affect our business. Compliance with any additional and evolving privacy laws or regulations in Brazil or in other jurisdictions applicable to us may be costly and time-consuming.

Any perceived or actual unauthorized disclosure of personal data, whether through breach of our network by an unauthorized party, employee theft, misuse or error or otherwise, including the personally identifiable information of our customers, suppliers, employees or third parties, could harm our reputation, impair our ability to attract and retain our clients, and subject us to claims or litigation arising from damages suffered by individuals.

The Brazilian Data Protection Law No. 13,709/2018, as amended by Law No. 13,853/2019 (Lei Geral de Proteção de Dados Pessoais, or the “LGPD”) came into force on September 18, 2020 to regulate the processing of personal data and the right to privacy and data protection in Brazil. The LGPD applies to individuals or legal entities, either private or governmental entities, that process or collect personal data in Brazil and which processing activities aim at either offering or supplying goods or services to data subjects located in Brazil or processing data of individuals located in Brazil, regardless of the individuals’ or legal entities’ country of domicile or where the data is located. The LGPD establishes detailed rules for the collection, use, processing and storage of personal data and affects all economic sectors, including the relationship between clients and suppliers of goods and services, employees and employers and other relationships in which personal data is collected, whether in a digital or physical environment.

Since the entry into force of the LGPD, all processing agents/legal entities are required to adapt their data processing activities to comply with this new set of rules. We have implemented changes to our policies and procedures designed to ensure our compliance with the relevant requirements under the LGPD. Even so, as it is a recent law, the Brazilian National Data Protection Authority (Autoridade Nacional de Proteção de Dados, or the “ANPD”) as regulatory agency may raise other relevant issues or provide new guidance that will require further action from us to remain fully compliant.

The penalties for violations of the LGPD include (i) warnings imposing a deadline for the adoption of corrective measure; mandatory disclosure of investigated and confirmed violations; (ii) restriction, temporary block and/or deletion of personal data; (iii) a fine of up to 2% of the company’s or group’s revenue, subject to the limit of R$50 million per violation; (iv) daily fines, subject to the aforementioned global limit; (v) partial or total prohibition of activities related to data processing, either temporarily or permanently and (vi) publication of the violation. Under the LGPD, security breaches that may result in significant risk or damage to data subjects must be reported to the ANPD within a reasonable time period. Moreover, the ANPD could establish other obligations related to data protection that are not described above. In addition to the administrative sanctions, due to the noncompliance with the obligations established by the LGPD, we can be held liable for individual or collective material damages and moral damages caused to data subjects, including when caused by third parties that serve as data processors on our behalf.

The imposition of the administrative sanctions by the ANPD does not prevent the imposition of administrative sanctions set forth by other laws that address issues related to data privacy and protection in Brazil, such as Law No. 8,078/1990, or the Brazilian Code of Consumer Defense, and Law No. 12,965/2014, or the Brazilian Internet Act, as applicable. Public prosecutors and consumer protection authorities (such as the National Consumer Secretariat — Senacon, and State or municipal consumer protection bodies, known as Procons) and class associations may file collective lawsuits for breach of privacy laws.

Similarly, many foreign countries and governmental bodies, including in countries in which we currently operate, have laws and regulations concerning the collection, storage, use, processing, disclosure, protection, transmission, retention and disposal of personal, sensitive, regulated or confidential data. Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners.

In the United States, California enacted the California Consumer Privacy Act (“CCPA”), which took effect in January 2020 and limits how we may collect, use and process personal data of California residents. The CCPA establishes a privacy framework for covered companies such as ours by, among other things, creating an expanded definition of personal information, establishing data privacy rights for California residents, including, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right

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to opt out of certain sales of personal information, and creating a potentially severe statutory damages framework and private rights of action for certain data breaches. Further, in November 2020, California voters approved the California Privacy Rights Act (the “CPRA”), which will amend and expand the CCPA. Effective beginning January 1, 2023, the CPRA imposes additional obligations on companies covered by the legislation and will significantly modify the CCPA, including by expanding California residents’ rights with respect to their personal data, and by establishing a regulatory agency dedicated to implementing and enforcing the CCPA and CPRA. The effects of the CCPA and CPRA are potentially far-reaching, and may require us to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. Further, it remains unclear how various provisions will be interpreted and enforced. Some observers have noted the CCPA and CPRA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business. Certain other states in the United States (including Virginia, Colorado, Utah and Connecticut) have passed comprehensive privacy statutes that become effective beginning in 2023, and all 50 states have laws including obligations to provide notification of certain security breaches to affected individuals, state officials and others.

In Europe, the European Union’s (“EU”) General Data Protection Regulation (“GDPR”), went into effect in May 2018, and has and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the EU and EEA by imposing stringent administrative requirements for controllers and processors of personal data of EU residents, including, for example, data breach notification requirements, requirements on the cross-border transfer of data, limitations on retention of information, and rights for individuals over their personal data. The GDPR also provides that EU member states may make their own further laws and regulations limiting the processing of personal data. Ensuring compliance with the GDPR is an ongoing commitment that involves substantial costs, and despite our efforts, data protection authorities or others (including individual consumers) may assert that our business practices fail to comply with its requirements. If our operations are found to violate GDPR requirements, we may incur substantial fines and other penalties, including bans on processing and transferring personal data, have to change our business practices, and face reputational harm, any of which could have an adverse effect on our business. In particular, serious breaches of the GDPR can result in administrative fines of up to 4.0% of annual worldwide revenues or up to €20 million, whichever is higher. Such penalties are in addition to any civil litigation claims by data controllers, clients and data subjects.

In addition, recent legal developments in Europe have created compliance uncertainty regarding transfers of personal data from Europe to the United States. In July 2020, the Court of Justice of the European Union, or CJEU, invalidated the EU-U.S. Privacy Shield Framework, a mechanism for the transfer of personal information from the EU to the United States, and made clear that reliance on Standard Contractual Clauses, an alternative mechanism for the transfer of personal information outside of the EU alone may not be sufficient in all circumstances. Authorities in Switzerland have also issued guidance calling the Swiss-U.S. Privacy Shield Framework inadequate and raising similar questions about the Standard Contractual Clauses. At present, there are few, if any, viable alternatives to the Standard Contractual Clauses. If we are unable to implement sufficient safeguards to ensure that our transfers of personal information from the EU are lawful, we may face increased exposure to regulatory actions, substantial fines and injunctions against processing personal information from the EU. Loss of our ability to lawfully transfer personal data out of the EU to these or any other jurisdictions may cause reluctance or refusal by current or prospective European customers to use our products or services, and we may be required to increase our data processing capabilities in the EU at significant expense. Additionally, other countries outside of the EU have passed or are considering passing laws requiring local data residency, which could increase the cost and complexity of delivering our services.

Further, the UK’s withdrawal from the EU and ongoing developments in the United Kingdom have created uncertainty regarding data protection regulation in the United Kingdom. As of January 1, 2021, we are required to comply with the GDPR as well as the UK equivalent, the implementation of which exposes us to two parallel data protection regimes in Europe, each of which potentially authorizes similar fines and other enforcement actions for certain violations. However, going forward, there may be increasing scope for divergence in application, interpretation and enforcement of the data protection law as between the United Kingdom and the EEA, and the relationship between the United Kingdom and the EEA in relation to certain aspects of data protection law remains uncertain. In addition, while the UK data protection

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regime currently permits data transfers from the UK to the EU and other third countries covered by a European Commission adequacy decision, this will automatically expire in June 2025 unless the European Commission re-assesses and renews/extends that decision. Any such changes could have implications for our transfer of personal data from the UK to the EU and other countries.

We also may be bound by contractual obligations relating to our collection, use and disclosure of personal, confidential and other data.

While we strive to comply with all applicable privacy, data protection and information security laws and regulations, as well as our contractual obligations, posted privacy policies and applicable industry standards, such laws, regulations, obligations and standards continue to evolve and are becoming increasingly complex, and sometimes conflict among the various jurisdictions and countries in which we operate, which makes compliance challenging and expensive. In addition, any failure or perceived failure by us, or any third parties with whom we do business, to comply with laws, regulations, policies, industry standards or contractual or other legal obligations relating to privacy, data protection or information security may result in governmental investigations, inquiries, enforcement actions and prosecutions, private litigation, fines and penalties, adverse publicity or potential loss of business.

We expect that there will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning privacy, data protection and information security in Brazil and other jurisdictions, and we cannot yet determine the impact such future laws, rules, regulations and standards may have on our business. Moreover, existing Brazilian and foreign privacy and data protection-related laws and regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current or enact new laws and regulations regarding privacy and data protection-related matters. Additionally, our customers may be subject to differing privacy laws, rules and legislation, which may mean that they require us to be bound by varying contractual requirements application to certain other jurisdictions. Because global laws, regulations and industry standards concerning privacy and data security have continued to develop and evolve rapidly, compliance with such new laws or to changes to existing laws may impact our business and practices, require us to expend significant resources to adapt to these changes, or to stop offering our solutions in certain countries. These developments could adversely affect our business, results of operations and financial condition.

The loss of members of our management may have a material adverse effect on our business, financial condition and results of operations.

We have an experienced management team including local managers at our operating facilities and rely on the continued service of these senior managers to achieve our objectives, nurture our corporate culture and maintain a competitive position. We strive to retain our present management and identify, hire, train, motivate and retain other highly skilled personnel. However, senior managers may leave their positions for a variety of reasons, some of which we cannot control. In the event one or more senior managers depart, we may be unable to replace them with individuals with the same level of experience and qualifications and we may face challenges to maintain our culture. The loss of members of our management for any reason could limit our ability to implement our strategic plans and adversely affect our business, financial condition and results of operations.

The estimates of market opportunity and forecasts of market growth included in this proxy statement/​prospectus may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

This proxy statement/prospectus contains market and industry data, estimates and statistics obtained from third-party sources. While we believe such information to be reliable in general, we have not independently verified the accuracy or completeness of any such third-party information. Such information may not have been prepared on a comparable basis or may not be consistent with other sources. Similarly, this proxy statement/prospectus contains information based on or derived from internal company surveys, studies and research that have not been independently verified by third-party sources. Industry data, projections and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments.

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In addition, the market for environmental and industrial services is relatively new, fragmented and will experience changes over time. Data market estimates and growth forecasts are uncertain and based on assumptions and estimates that may be inaccurate. Our addressable market depends on a number of factors, including changes in the competitive landscape, technological changes, data security or privacy concerns, customer budgetary constraints, changes in business practices, changes in the regulatory environment, and changes in economic conditions. Moreover, geographic markets and the industries we operate in are not rigidly defined or subject to standard definitions. Accordingly, our use of the terms referring to our geographic markets and industries may be subject to interpretation, and the resulting industry data, projections and estimates may not be reliable. Our estimates and forecasts relating to the size and expected growth of our market may prove to be inaccurate and our ability to produce accurate estimates and forecasts may in the future be impacted by the economic uncertainty associated with the COVID-19 pandemic, as well as with other macroeconomic factors to which we are subject (see “— Risks Relating to the Markets where we Operate”). Even if the market in which we compete meets the size estimates and growth rates we forecast, our business could fail to grow at similar rates, if at all. For these reasons, you should not place undue reliance on such information.

The projected financial and operating information in this proxy statement/prospectus relies in large part upon assumptions and analyses developed by us and third-party sources and are based on our ability to achieve, among other factors, certain growth milestones in accordance with our business plans. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.

This proxy statement/prospectus contains projections and forecasts prepared by us. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or IFRS. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of New PubCo, Emergencia and HPX. Important factors that may affect actual results and results of New PubCo’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: inability to execute our M&A growth strategy, customer demand for New PubCo’s products, an evolving competitive landscape, rapid technological change, reductions in trading activity, regulation changes, successful management and retention of key personnel, unexpected expenses, and other risks and uncertainties relating to our business, industry performance, and general business and economic conditions as described in this “Risk Factors” section, such as recently experienced extreme volatility and market disruptions and deterioration in credit and financial markets, the ongoing impacts of the COVID-19 pandemic, the conflict between Russia and Ukraine and other political and macroeconomic factors, especially considering the 2022 presidential elections in Brazil.

This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause our operating results in a given quarter to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging and, as a result, we may fall materially short of our forecasts and expectations, which could cause our share price to decline and investors to lose confidence in us.

There can be no assurance that the projections and forecasts appearing elsewhere in this proxy statement/​prospectus will be realized, and actual results may differ, and may differ materially, from those shown. The inclusion of the projections and forecasts in this proxy statement/prospectus should not be regarded as an indication that we, HPX, or any of our or their respective affiliates, officers, directors, advisors or other representatives considered or consider the projections or forecasts necessarily predictive of actual future events, and the projections and forecasts should not be relied upon as such. None of us, HPX, or any of our or their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from such projections or forecasts. None of us, HPX, or any of our or their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any shareholder or other person regarding the ultimate performance of New PubCo compared to the information contained in the projections or forecasts or that forecasted results will be achieved. Accordingly, there can be no assurance that our financial condition or results of operations will be consistent with those set

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forth in these projections and forecasts, which could have an adverse impact on the market price of New PubCo Ordinary Shares or our financial position following the closing of the Business Combination.

For additional information regarding the limitations and shortcomings of our projections and forecasts, see “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Unaudited Projected Financial Information.”

In addition, the projections and forecasts herein have not been independently verified or confirmed by any third party. In particular, neither KPMG nor BDO has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to projections or forecasts, and neither of them has expressed an opinion or any other form of assurance with respect to such data.

Our inability or failure to protect our intellectual property or our infringement of the intellectual property of third parties may negatively impact our operating results, divert management and key personnel from the business operations and could harm our financial condition and reputation.

We rely on a combination of trade secret, trademark, copyright laws and other rights, as well as confidentiality procedures, contractual provisions and our information security infrastructure to protect our proprietary brands, technology, processes and other intellectual property as well as those we license from other entities within the Ambipar Group. See “Certain Emergencia Relationships and Related Party Transactions.” The steps we take to protect our intellectual property rights may not be adequate, or may not effectively prevent unauthorized use or disclosure of our intellectual property or confidential information. In addition, the pursuit of a claim against a third party for infringement or misappropriation of our intellectual property rights or confidential information could be costly, and any such efforts may not be successful or could be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Many companies have encountered significant problems in enforcing and defending intellectual property rights in various jurisdictions globally. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of intellectual property, which could make it difficult for us to stop the infringement of our intellectual property or marketing of competing services in violation of our intellectual property rights generally. Our failure to obtain pending trademark applications and generally secure, protect and enforce our intellectual property rights could adversely affect our brand and adversely impact our business.

We cannot guarantee that our current and future services, or the use of our brands or technology will not infringe third-party intellectual property. There may be third-party intellectual property of which we are currently unaware that covers our services, brands or technology. Third parties may engage in legal proceedings against us or our customers, who in turn may seek indemnification from us. Any such claims of intellectual property infringement or claims for indemnification, even those without merit, could be expensive and time-consuming to defend, result in us being required to pay possibly significant damages, causing us to cease providing services that allegedly incorporate a third party’s intellectual property, require us to enter into potentially costly royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property, although royalty or licensing agreements may not be available to us on acceptable terms or at all. If we are unable to obtain the necessary licenses or other rights, we may be forced to acquire or develop alternate technology, which could be costly, time-consuming, or impossible. Any of the preceding could have a negative impact on our operating results, divert management and key personnel from the business operations and could harm our financial condition and reputation.

For example, we use proprietary software in our activities, which are developed internally by our employees. Although any software developed in-house legally belongs to us, we may be subject to lawsuits filed by ex-employees claiming ownership of such software. In both cases, we may be ordered to abstain from using the software and to indemnify any such third-party. Although it is our policy to require our employees and consultants who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who conceives or develops intellectual property that we regard as our own or such party may breach the assignment agreement. Litigation may be necessary to obtain ownership or to defend against claims challenging inventorship. If we or our licensors fail in any such litigation, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property or other proprietary information. Such an outcome could have a material

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adverse effect on our business. Even if we or our licensors are successful in defending against such claims, litigation could result in substantial costs and be a distraction to our management and other employees, and such claims could have a material adverse effect on our business, financial condition, results of operations, and prospects.

If we cannot protect our proprietary technology from intellectual property challenges, our ability to maintain our model and systems or facilitate products could be adversely affected.

Intellectual property rights do not necessarily address all potential competitive threats.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

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others may be able to use brands and offer services that are similar to ours without infringing our intellectual property rights;

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others may independently develop similar or alternative proprietary software or technology without infringing our intellectual property rights;

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we may not develop additional proprietary technologies; and

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our technology may become obsolete or inadequate, and we may not be able to successfully develop, obtain or use new technologies to adapt our models and systems to compete with other technologies as they develop.

Should any of these events occur, they could have a material adverse effect on our business, financial condition, results of operations, and prospects.

If our trademarks are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

If our trademarks are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected. Our trademarks may be challenged, infringed, circumvented, declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors may adopt trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our trademarks. Over the long term, if we are unable to successfully register our trademarks and establish name recognition based on our trademarks, then we may not be able to compete effectively and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, domain names, copyrights, or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely impact our business, financial condition, results of operations, and prospects.

If we are unable to attract, develop and retain employees committed to our culture and brand, our operations may be adversely affected.

Our success and future growth depend upon the continued services of our key employees, including highly-skilled technical experts, engineers, biologists and oceanographers, and, as a result, upon our ability to attract, develop and retain employees committed to our culture and brand. From time to time, there may be changes in our management team resulting from the hiring or departure of key employees, which could disrupt our business. The loss of one or more members of our key employees could harm our business, and we may not be able to find adequate replacements.

Competition for highly-skilled personnel is intense and we may not be able to attract, hire, train, retain, motivate and manage sufficiently qualified employees. Many of the companies with which we compete for experienced personnel have greater resources than we have.

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As we expand our business in Brazil and abroad, we may be unable to identify, hire, develop and retain a sufficient number of employees with specific knowledge and skills in those geographies who are committed to our corporate culture. Such a failure could result in a reduction in the quality of customer service, and consequently compromise our brand and reputation.

If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects would be harmed. We generally enter into non-competition agreements with our key employees, which prohibit these employees, if they cease working for us, from competing directly with us or working for our competitors for a limited period. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work, and it may be difficult for us to restrict our competitors from benefiting from the expertise our former employees developed while working for us.

We may not be able to manage our growth effectively, which could have a material adverse effect on our business, results of operations, financial condition and reputation.

Over the last several years, we have experienced rapid growth in our business and number of employees, and we expect to continue to experience growth in the future. This rapid growth has placed, and may continue to place, significant demands on our management, processes, systems and operational, technological and financial resources.

Our ability to manage our growth effectively, integrate new employees and technologies into our existing business and attract new customers and maintain relationships with existing customers will require us to continue to retain, attract, train, motivate and manage employees and expand our operational, technological and financial infrastructure. Continued growth could strain our ability to develop and improve our operational, technological, financial and management controls, reporting systems and procedures, recruit, train and retain highly skilled personnel and maintain customers’ satisfaction.

We cannot assure you that we estimate correctly the costs and risks associated with our expansion, either qualitatively or quantitatively, or that our current systems, procedures, business processes and management controls will be sufficient to support the expansion of our operations going forward, including expansion into new countries and new market segments.

Our failure to successfully manage our expansion process, or to maintain or increase our historical growth levels, could negatively affect our business, financial condition and results of operations.

Failures in our risk management, compliance and internal control systems, policies and procedures may adversely affect our business, financial condition and reputation.

We have developed risk management policies and procedures and we continue to refine them as we conduct our business. Our policies and procedures to identify, analyze, quantify, assess, monitor and manage risks may not be fully effective in mitigating our risk exposure. Our risk management methods may not predict future exposures or be sufficient to protect us against unknown and/or unmapped risks, which may be significantly greater than those indicated by the historical measures we use.

The information on which we rely or based on which we develop and maintain historical and statistical models may be incomplete or incorrect. Certain risk management methods adopted by us depend on the evaluation of publicly available industry data, which may not be entirely accurate, complete, updated or properly evaluated. As we expand into new lines of business, our risk management policies and procedures may not be able to adequately keep up with our current rapid rate of expansion, and may not be adequate or sufficient to mitigate risks.

In addition, our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to our effectiveness, which could have a significant and adverse effect on our business and reputation. Our current controls and any new controls that we develop may be inadequate because of changes in conditions in our business. We are in the process of upgrading our finance and accounting systems and related controls to an enterprise system suitable for a public company in the United States, and we may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal controls over financial

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reporting required of public companies. See “— Following the Business Combination, we will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company in the United States.”

Further, weaknesses in our internal controls may be discovered in the future. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended and anticipate that we will continue to expend significant resources, including accounting-related costs, and to provide significant management oversight. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information.

Moreover, we are subject to the risks of errors and misconduct by our management, employees and independent contractors, which are often difficult to detect in advance and deter. Our compliance procedures and internal controls may not be sufficient to prevent, mitigate or detect all errors, misconduct, fraud, acts of corruption or violations of applicable laws and of our policies by our management, employees and other third parties with which we engage in the ordinary course of business. We could be held liable for any of such acts, which could result in penalties, fines, loss of permits or licenses, prohibition to bid or contract with the government.

Although we maintain insurance and use other traditional risk-shifting tools, such as third-party indemnification, to manage certain exposures, they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency. If our policies, procedures and internal controls do not adequately protect us from exposure, and our exposure is not adequately covered by insurance or other risk-shifting tools, we may incur losses that would adversely affect our business, financial condition, results of operations and reputation.

In preparing our financial statements, we have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate such material weaknesses (and any other ones) or implement and maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

Prior to the Business Combination, we have been a private company with limited accounting personnel and other resources and processes necessary to address our internal control over financial reporting and procedures. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with the IFRS and interpretations issued by the IFRS Interpretations Committee. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the preparation of our combined financial statements as of and for the years ended December 31, 2021 and 2020 and our unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2022 and 2021, material weaknesses were identified in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relate to: (i) the consolidation process of recent acquisitions we made, due to the lack of a sufficient number of personnel in the acquired entities with an adequate level of knowledge and experience in the closing functions of our financial reports and related disclosures, to process the transition to the application of IFRS and International Accounting Standards and Interpretations issued by the IASB, consistent with our financial reporting requirements; and (ii) the design and operation of our accounting and financial reporting closing functions, in which required policies and procedures either were not designed or were not operating effectively at period end, resulting in a number of adjustments to our combined financial statements during the course of the audit.

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Each of the material weaknesses described above may result in a misstatement of one or more account balances or disclosures that would result in a material misstatement of our annual or interim consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute material weaknesses.

We intend to take necessary actions to design and implement formal accounting policies, procedures and controls required to remediate these material weaknesses. This includes hiring additional finance and accounting personnel with the requisite experience and knowledge. It also includes designing and implementing new processes, policies and procedures, improving the internal controls to provide additional levels of review and approval, enhancing internal documentation, implementing new software solutions and strengthening the training program for staff related to the requirements of IFRS, the rules and regulations of the SEC and the Sarbanes-Oxley Act, as well as the guidelines of COSO’s Internal Control Integrated Framework. However, we cannot assure you that our efforts will be effective or sufficient to prevent any future material weakness in our internal control over financial reporting.

As of the date of this proxy statement/prospectus, we have not yet incurred material expenses to address those matters giving rise to the material weaknesses we identified and intend to focus efforts following the closing of the Business Combination. We are currently unable to predict how long it will take and how much it will ultimately cost for us to implement the remediation measures required to address those matters giving rise to the material weaknesses we identified. However, these remediation measures may be time consuming, costly, and might place significant demands on our financial and operational resources.

Our management may be unable to conclude in future periods that our disclosure controls and procedures are effective due to the effects of various factors, which may, in part, include unremedied material weaknesses in internal controls over financial reporting. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in those reports is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Following the Business Combination, New PubCo will be a public company in the United States subject to the Sarbanes-Oxley Act. If we are unable to successfully remediate our existing or any future material weaknesses or other deficiencies in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, we may lose our status as an emerging growth company, investors may lose confidence in our financial reporting, and we could become subject to litigation or investigations by the NYSE, the SEC and other regulatory authorities.

Under Section 404 of the Sarbanes-Oxley Act of 2002, the management of New PubCo will not be required to assess or report on the effectiveness of our internal control over financial reporting until our second annual report on Form 20-F following consummation of the Business Combination, which we currently expect to be only in 2024 for the fiscal year ending December 31, 2023. In addition, until we cease to be an “emerging growth company” as such term is defined in the JOBS Act (see “Risk Factors — Risks Related to New PubCo — We are and will continue to be an “emerging growth company” and are subject to reduced SEC reporting requirements applicable to emerging growth companies”), which may not be until after five full fiscal years following the consummation of the Business Combination, our independent registered public accounting firm is not required to attest to and report on the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may disagree with our assessment or may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us.

During documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and

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maintain an effective internal control environment, we could suffer material misstatements in our financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of New PubCo Securities. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the NYSE, regulatory investigations and civil or criminal sanctions. We may be unable to timely complete our evaluation testing and any required remediation.

In addition, after we become a public company, our reporting obligations will also require substantial attention from our senior management and could divert their attention away from the day-to-day management of our business and place a significant strain on our management, operational and financial resources and systems for the foreseeable future. These cost increases and the diversion of management’s attention could materially and adversely affect our business, financial condition and operating results.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia — Material Weakness in Internal Controls and Remediation.”

Our governance, risk management and compliance processes may fail to detect violations of anti-corruption and anti-money laundering laws and our standards of ethics, including as a result of the conduct of our managers, employees, suppliers, business partners and third parties who act in our name, interest or benefit, which may have a material and adverse impact on our business, financial condition, results of operations, reputation and market price of our securities.

We operate in jurisdictions that have a high risk of corruption. Mechanisms for preventing and combating corruption, money laundering and bribery, governance procedures, as well as our current internal procedures, may not be sufficient to ensure that all of our managers, employees, suppliers, business partners and third parties who act on our behalf, interest or benefit always act in strict compliance with our internal policies and laws and regulations aimed at preventing and combating corruption that we are subject to. These laws and regulations include the Brazilian Decree-Law No. 2,848/1940, Brazilian Law No. 8137/1990, Brazilian Law No. 8.429/1992 (the Administrative Misconduct Law), Brazilian Law No. 8.666/1993 (the Public Bidding Law), Brazilian Law No. 9,613/1998, Brazilian Law No. 14.133/2021, Brazilian Law No. 12,846/2013, as amended and its regulation, Decree No. 11,129/2022 (the Brazilian Anti-Corruption Law), the United States Foreign Corrupt Practices Act of 1977, as amended, and the Bribery Act 2010 of the United Kingdom, as well as other standards related to the Convention on Combating Corruption of Foreign Public Officials in International Business Transactions of the Organization for Economic Cooperation and Development — OECD, including the guidelines issued by the Brazilian comptroller general (collectively, “Anti-Corruption Laws”).

In general, the Anti-Corruption Laws prohibit companies and their employees, shareholders or managers from making improper payments to government officials, directly or indirectly, for the purpose of obtaining or retaining business and/or other benefits. We cannot guarantee that our direct and indirect shareholders, directors, officers, employees and other third parties (including agents, suppliers and service providers) and the companies to which some business operations are outsourced will fully comply with the Anti-Corruption Laws and related policies. Our governance, policies, risk management and compliance processes may not be able to, for example: (i) detect, prevent or mitigate violations of the Anti-Corruption Laws or similar legislation, as well as violations of our internal compliance policies; (ii) detect, prevent or mitigate occurrences of fraudulent and dishonest behavior by our managers, employees, suppliers, customers, business partners or third parties acting on our behalf, interest or benefit; (iii) manage all risks identified in our risk management policy and/or predict, identify or mitigate new risks; and (iv) detect, prevent or mitigate other occurrences of behavior inconsistent with ethical and moral principles, which may materially and adversely affect our reputation, our business, financial conditions and operating results, as well as impact the market price of our securities negatively. Public authorities are empowered to impose penalties on us if acts of corruption are inadvertently or intentionally committed by members of our management, employees and/or third parties acting on our behalf or in our interest. Under the terms of certain Anti-Corruption Laws, companies may be jointly and severally liable for the payment of a fine and full compensation for damage for unethical practices attributed to their affiliates and consortia members. As a result, we may be held liable for any such violations.

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As we increase and scale our business, we may engage with new business partners and third-party intermediaries to market our products and services and obtain necessary permits, licenses and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, customers and agents, even if we do not authorize such activities.

We are also subject to Brazilian Law No. 9,613 of March 3, 1998, as amended (“Money Laundering Prevention Law”), by which legal entities engaged in the sale of high value goods are subject to obligations related to identification of customers and operations, maintenance of records and submission of reports on financial operations to the competent authorities, among others. We currently do not have a structured program to combat money laundering and are subject to the following sanctions, in the event of non-compliance with the Money Laundering Prevention Law: (i) warnings; (ii) variable monetary fine (a) not more than twice the value of the operation in question or twice the profit earned or that would presumably be earned from carrying out the operation or (b) in the total amount of R$20,000,000; (iii) the revocation or suspension of our business licenses and (iv) the cancellation or suspension of the authorization to carry out the activity, operation or functioning. The application of any of these sanctions to us could adversely affect our reputation, business, financial condition, results of operations and the trading price of our securities.

The existence of any current or past investigations, inquiries or proceedings of an administrative or judicial nature related to the violation of the Anti-Corruption Laws, against us, our managers, employees, suppliers, business partners or third parties acting on our behalf, interest or benefit may result in: (i) fines and indemnities in the administrative, civil and criminal spheres (the latter, to the administrators who contributed to the infraction); (ii) loss of unlawfully obtained benefits, including operating licenses; (iii) prohibition or suspension of our activities; and/or (iv) loss of rights to contract with the public administration, to receive incentives or tax benefits from any financing and resources from the public administration, among other applicable penalties. We may also be jointly and severally liable for the payment of a fine and full compensation for the damage due to practices contrary to the Anti-Corruption Laws caused by our controlling, controlled, affiliated or, under the respective contract, consortium companies, which could materially and adversely affect our reputation, business, financial condition and operating results, as well as impact the market price of our securities negatively.

All of these circumstances could have a material adverse effect on us. Therefore, if we are not able to keep the governance, risk management and compliance processes operating effectively, we may not be able to prevent the occurrence of fraud and/or the occurrence of other deviations, including in relation to the preparation of statements and accounting information.

The existence of lawsuits, procedures, investigations, convictions, publications or negative comments in any media vehicle or social network involving us, our direct or indirect shareholders and subsidiaries, our business, our operations, executive officers, members of our board of directors, or any third party acting on our behalf, interest or benefit, could seriously damage our reputation. The reputational risk arising from the negative perception of our brand by customers, counterparties, shareholders, subsidiaries, investors, regulators and society in general for involvement in any of the above cases can originate from several factors, including those related to non-compliance with legal obligations, inappropriate business practices related to our customers, products and services, relationships with partners with questionable ethical posture, employee misconduct, information leakage, anti-competitive practices, failures in the risk management process, among others.

Any such damages to our reputation and imposition of sanctions or other penalties may adversely affect our business, financial condition and results of operations, as well as the market price of our securities.

Our results may be adversely impacted by incorrect estimates, judgments or assumptions relating to our critical accounting policies and changes in international financial reporting standards.

The preparation of financial statements in conformity with IFRS requires our management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in our combined financial statements and accompanying notes. We base our estimates and assumptions on historical experience

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and on various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of certain assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our combined financial statements and accompanying notes include those related to revenue recognition, fair value of certain assets and liabilities, share-based compensation, and income taxes, including any valuation allowance for deferred tax assets. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of industry or financial analysts, which may result in a decline in the trading price of our securities.

Additionally, the International Accounting Standard Board, or IASB, has a calendar for approving accounting pronouncements and IFRS, which may change at any time and over which we have no interference. Therefore, we are unable to predict which and when new accounting pronouncements or new IFRS rules will be approved that may in any way impact the future financial statements prepared by us.

We regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. As a result of new standards, or changes and challenges to existing standards or their interpretation, we might be required to change our accounting policies, alter our operational policies or implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be required to restate our published financial statements. Such changes or challenges to existing standards or in their interpretation may have an adverse effect on our business, financial condition, and results of operations, or cause an adverse deviation from our revenue and operating profit and loss target, which may negatively impact our results of operations.

Any increase in operational costs and any difficulties we encounter in recovering costs incurred by us for the performance of our activities may adversely affect us.

The profitability of our services may be adversely affected by increases in the cost of food, wages and labor, insurance, fuel, acquisition and maintenance of equipment and machines, operating inputs, waste disposal, uniforms, PPE, medical assistance, transportation, tires, tolls, change in labor, social security and tax rates, public services and other essential items for the provision of services, particularly to the extent that we cannot recover this increase in costs through increases in the prices of our services due to general economic conditions, competitive conditions or contractual provisions with customers.

Operational costs for the performance of our activities have fluctuated significantly in recent years, and substantial increases in the cost of fuels and utilities have historically resulted in cost increases for our units. We may not be able to fully recover the increases in these costs, which could adversely affect our profitability.

In addition, contractual, economic, competitive or market-specific conditions may limit our ability to increase the prices of our services. As a result of these factors, we may not be able to pass through any increases in costs to provide our services, improve operating margins and obtain adequate investment returns through price increases. We may also lose customers to lower-priced competitors and new competitors may enter our markets as we increase prices, directly impacting our financial balance.

We may face potential conflicts of interest in negotiations with related parties.

We generate revenues and incur costs and expenses in relation to related-party transactions, including under the Cost Sharing Agreement, as well as certain lease and loan agreements. These transactions can give rise to potential conflicts of interest. Conflicts of interest continue to be a significant area of focus for regulators, investors and the media. A failure to appropriately deal with these potential conflicts could negatively impact our reputation and result in potential litigation or regulatory action against us.

We cannot guarantee that our related-party transaction policy is or will be effective to avoid potential conflicts of interest between us, our shareholders, members of our management and any related-parties, or that any such party has complied or will strictly comply with good governance practices and rules to deal with conflicts of interest. The perception of non-compliance with such requirements or policies could harm our reputation and adversely affect our business, financial condition and results of operations.

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For additional information regarding transactions between related parties and our related party transactions policy, see “Certain Emergencia Relationships and Related Party Transactions.”

We are a holding company and depend on the operational results of our subsidiaries.

We are a holding company and therefore depend on the results of operations of our subsidiaries and controlled companies. Our ability to meet our debt service and other obligations depends not only on our cash flow generation, but also on the cash flow generation of our subsidiaries, controlled companies and their subsidiaries, and their ability to make cash available to us in the form of interest payments, equity, debt repayment and dividend distributions, among others.

Legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries and controlled companies. If this limitation occurs, we may be unable to make the required payments of principal and interest on our debt instruments, or to honor our obligations. In addition, with respect to our Brazilian subsidiaries, the income tax exemption on the distribution of dividends provided for in the current Brazilian legislation may be amended, and dividends may be taxed in the future, adversely affecting us, given that taxes may be due on the distribution of dividends by our Brazilian subsidiaries.

Any adverse change in the business, financial condition or results of operations of our subsidiaries and controlled companies could adversely and materially affect our business, financial condition and results of operations.

We may be liable for environmental, tax, labor and social security obligations of suppliers or service providers.

We work with suppliers in various fields of activity and we cannot guarantee that such suppliers will be in full compliance with laws and regulations governing working conditions, environmental practices and sustainability, quarantine of the production chain and safety conditions, or that they will not use improper practices to reduce their costs, including corruption, money laundering or bribery. If any of our suppliers becomes involved in these practices, our reputation may be harmed and, as a result, our customers’ perception of us may be adversely affected.

In some situations, we may be jointly liable for acts of our suppliers. For example, we may be held jointly liable for environmental damages caused by our suppliers during the provision of services hired by us. In addition, under the Anti-Corruption Laws, we may be held strictly liable for acts of corruption committed by suppliers or other third parties acting on our behalf or interest, subject to applicable sanctions.

We may also be jointly and severally liable if our suppliers or third-party service providers do not comply with their obligations under the tax, labor, administrative, and social security laws and the regulations applicable to our industry, resulting in fines and other penalties that may affect us material and adversely. Further, we may be held liable for accidents within our or our customers’ facilities involving third-party employees, which could adversely affect our reputation and our business. Any labor violations, environmental damage and/or damage to third parties caused by certain service providers in the exercise of activities contracted by us, mainly within our premises, may expose us to joint liability for the repair and/or indemnification of the damage caused, including the possibility of being included as a defendant in lawsuits aiming at repairing and/or indemnifying damages caused to workers, the environment and/or third parties. Depending on the involvement in the harmful event, we will also be exposed to administrative and criminal liability and to reputational risk, which could even prevent us from taking advantage of certain incentives and/or tax benefits, contracting with the government and/or causing the removal of our directors.

Any of such factors could adversely and materially affect our business, financial condition, results of operations and reputation, in addition to impacting the price of our securities.

The use and supply of outsourced labor may subject us to joint and several liability for labor and social security liabilities.

We and our subsidiaries outsource certain ancillary activities that support our business, in addition to providing outsourced work to our customers. We do not provide benefits to these outsourced workers, who are paid directly by their employers. The use of outsourced labor subjects us to the risk that our relationship with these workers be considered an employment relationship by labor administrative and judicial

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authorities. In addition, according to Brazilian legislation, if our outsourced service providers fail to comply with their obligations under labor, social security, tax and/or environmental laws, we may be held jointly and severally or secondarily liable for their debts, including fines and/or other penalties, which may adversely affect us. We may also be liable for breaches of occupational health standards at our and our customers’ facilities by the employees of third parties resulting from accidents or occupational diseases, which may adversely affect our reputation as well as our business. Further, any environmental damage and/or damage to third parties caused by service providers when undergoing work engaged by us expose us to joint and several liability for redress and/or damages for harm caused.

Our operations may be affected by seasonal fluctuations and other demand factors over which we have no control.

Demand for our services can be affected by the commencement and completion of cleanup of major spills and other events, customers’ decisions to undertake remedial projects, seasonal fluctuations due to weather and budgetary cycles influencing the timing of customers’ spending for remedial activities, the timing of regulatory decisions relating to hazardous waste management projects, changes in regulations governing the management of hazardous waste, changes in the waste processing industry towards waste minimization and the propensity for delays in the demand for remedial services, and changes in governmental regulations relevant to our diverse operations. Such impacts related to weather conditions could become more significant if climate change results in an increase in the frequency or severity of adverse weather events. We do not control such factors and, as a result, our revenue and income can vary from quarter to quarter or year to year, and past financial performance may not be a reliable indicator of future performance.

Our inability to maintain long-term business relationships with our customers at the same or higher volumes or prices and/or to renegotiate such relationships on other favorable terms could negatively affect our ability to grow and adversely affect our competitiveness and our results of operations.

We have developed long-term relationships with several customers and invest substantial amounts in machinery, equipment and specialized labor to comply with service agreements, with an average depreciation of 60 months of such machinery and equipment. If early termination occurs, for any reason, we could incur considerable losses.

Under the terms of these agreements, customers can, at any time, unilaterally terminate the contracts they have entered into with us, materially reducing the amount of business that drives our revenue. There is no guarantee that we will be able to maintain or renew existing contracts, maintain relationships with our current customers or business partners or recover amounts owed by defaulting customers or business partners. In addition, we cannot guarantee that it will be possible to replace the revenue from these contracts, as they depend on various factors outside our control, including, among others, economic conditions in the industry, credit availability, general level of government financing for environmental activities, real estate development and other industrial investment opportunities. Increased competition could also require us to alter the pricing and terms we offer to our customer.

Accordingly, the loss of one or more of our customers or long-term business partners may adversely affect our business, financial condition and results of operations.

Our business, financial condition and results of operations may be adversely affected by the various conflicting and/or onerous legal and regulatory requirements imposed on us by the countries where we operate.

Our operations are subject to extensive federal, state and municipal environmental requirements, including those related to the transportation and disposal of regulated materials and cleaning up soil and groundwater contamination. In particular, in Brazil, we are subject to the provisions of the following environmental regulations: Federal Law No. 12,305/2010; CONAMA Resolution No. 358/2005; ABNT — NBR 13.221; ANTT nº 5232/2016, NBRs 7500, 7501, 7503, 9735, 14619, Decree No. 96044 and Statute No. 204 both issued by the Transportations Ministry NBR 10.004:2004; and IBAMA Normative Instruction No. 13/2012. We are also subject to extensive environmental requirements in other jurisdictions in which we operate, including in the United States under the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act and the Oil Pollution Act.

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We may not be able to fully comply with the legal and regulatory requirements to which we are subject. These legal and regulatory requirements may become more stringent in the future as a result of legislative and regulatory changes, which may cause us to incur unforeseen regulatory expenses. For example, we may need to incur additional costs to train employees and customers, purchase health and safety equipment and, in some cases, hire employees, external advisors and lawyers as a result of these changes.

The interpretation or application of existing laws and regulations, or the adoption of new laws and regulations, may require modifying or reducing our operations or replacing our facilities or equipment at a substantial cost, which we may not be able to pass onto our customers, which may negatively impact our results or may imply additional expenses in order to adapt our activities to these rules.

In addition, our industry is subject to extensive socio-environmental regulation. If the requirements imposed on our customers under federal or state laws and regulations for the handling of hazardous or radioactive waste are relaxed or applied less vigorously, the demand for our services may decrease significantly and our results of operations may be adversely affected. Conversely, if such requirements are made more stringent, certain of our customers’ operations may be constrained or become subject to greater costs, and the demand for our services may consequently decrease significantly and our results of operations may be adversely affected.

Failure to comply with socio-environmental laws and regulations, including with respect to the handling of hazardous waste, may adversely affect our business.

We are subject to extensive foreign, Brazilian federal, state and municipal laws and regulations related to the adequate handling, transportation and disposal of hazardous or radioactive waste, the preservation and protection of the environment, the handling of dangerous products, as well as those related to occupational health and safety, the prohibition of labor analogous to slavery, to the use of child labor, to not encouraging prostitution and not employing foresters. Among other obligations, laws and regulations establish standards for the disposal of effluents, atmospheric emissions, solid waste management, minimum requirements for transporting waste, noise emission parameters, as well as requirements related to specially protected areas or species of organism.

Any violations of socio-environmental laws and regulations may expose us to administrative and criminal penalties, in addition to the obligation to repair or indemnify damages caused to the environment and to third parties. In particular, the handling and transportation of hazardous waste services involve relevant environmental regulations, and any failure to comply with such regulations may adversely affect our ability to collect, process and finally dispose of hazardous waste generated by our customers. In case we are held liable for any losses or damages caused by the handling and transportation of hazardous waste, changes in environmental laws and regulations or in their interpretation could result in unforeseen changes to estimated timing and amounts for payment of such damages.

Some of these laws impose strict and, under certain circumstances, joint and several liability on current and former owners and operators of facilities that release regulated materials or that generate them and provide for their improper disposal or treatment. Such liability can also be imposed on certain other persons who release, transport, dispose of, or arrange for the disposal of hazardous substances. Such responsibilities may relate to the necessary cleaning of releases of regulated materials and the repair of environmental damage.

We are routinely inspected by government agencies, which may impose fines or other sanctions or require expenditures for remedial work. In addition, regulators have the power to suspend or revoke the permits for the operation of our facilities, equipment and vehicles based on, among other factors, our compliance record, and customers may decide not to use a specific installation of disposal or negotiate due to concerns about our compliance record. The suspension or revocation of permits would affect our operations and could have a material impact on our financial results.

Some environmental laws and regulations impose liability and responsibility on present and former owners, operators or users of facilities and sites for contamination at such facilities and sites without regard to causation or knowledge of contamination.

Any non-compliance and/or penalties applied within the scope of compliance with social and environmental legislation or any substantial capital expenditures made as a result of government proceedings may adversely impact our business, results, and our financial situation and reputation.

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For more information about the environmental regulations to which we are subject, see “Business of Emergencia — Regulatory Overview.”

We may incur increased costs arising from compliance with new or more restrictive social and environmental laws and regulations.

Government agencies or other authorities, including environmental inspectors and control agents, may enact new stricter rules or seek more restrictive interpretations of existing socio-environmental laws and regulations. Environmental obligations, liabilities and conditions may also change depending on changes in the staff of the competent authorities, as well as in jurisprudence. As a result of any such changes, our investments and expenses necessary to comply with environmental legislation may increase substantially, which may require us to employ additional resources to adapt to the eventual new requirements of these agencies and environmental authorities. Any action in this regard by government agencies could adversely affect our business and have a material adverse effect on us.

For more information about the environmental regulations to which we are subject, see “Business of Emergencia — Regulatory Overview.”

Risks Relating to the Markets Where We Operate

Our international presence subjects us to a variety of risks arising from doing business internationally.

We operate in 16 countries, having generated 40.7%, 25.6%, 17.6% and 16.1% of our net revenues in North America, Brazil, Latin America (excluding Brazil) and Europe, respectively, for the year ended December 31, 2021. In addition, as of December 31, 2021, 69% of our non-current assets other than financial instruments and deferred tax assets are located outside of Brazil. Our international footprint exposes us to a variety of risks that may adversely affect our results of operations, financial condition, liquidity and cash flows. These include, but may not be limited to, the following:

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periodic economic downturns in the countries in which we do business, measured by gross domestic product, including as a result of the COVID-19 pandemic;

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foreign exchange fluctuation and imposition of or increases in currency exchange controls and hard currency shortages;

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customs matters and changes in trade policy or tariff regulations;

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changes in regulatory requirements in the countries in which we do business;

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changes in tax regulations, higher tax rates in certain jurisdictions and potentially adverse tax consequences including restrictions on repatriating earnings, adverse tax withholding requirements and “double taxation”;

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complexities around changes in the still developing relationship between the U.K. and the EU arising out of the U.K.’s withdrawal from the EU;

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longer payment cycles and difficulty in collecting accounts receivable;

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complexities in complying with a variety of Brazilian, U.S. and foreign government laws, controls and regulations;

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political, economic and social instability, including general strikes and mass demonstrations, civil and political unrest, terrorist actions and armed hostilities in the regions or countries in which, or adjacent to which, we do business;

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increasingly complex laws and regulations concerning privacy and data security, including the Brazilian LGPD and EU’s GDPR;

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inflation rates in the countries in which we do business;

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complying with complex labor laws in foreign jurisdictions;

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laws in various international jurisdictions that limit the right and ability of subsidiaries to pay dividends and remit earnings to affiliated companies unless specified conditions are met;

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sovereign risk related to international governments, including, but not limited to, governments stopping interest payments or repudiating their debt, nationalizing private businesses or altering foreign exchange regulations;

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uncertainties arising from local business practices, cultural considerations and international political and trade tensions;

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public health issues or other calamities impacting regions or countries in which we operate, including travel to and/or imports or exports to or from such regions or countries; and

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other political, diplomatic, social and economic events that may occur in the country or affecting the country where each business is headquartered.

These risks may further increase as we continue to adopt our international expansion strategy. If we are unable to successfully manage the risks associated with our international business, our results of operations, financial condition, liquidity and cash flows may be negatively impacted.

Governments have a high degree of influence in the economies of emerging markets where we operate, which could adversely affect our results of operations.

Our operations in Brazil and Latin America (excluding Brazil) accounted, respectively, for 25.6% and 17.6% of our net revenues for the year ended December 31, 2021 (42.9% and 28.8% for the year ended December 31, 2020). Governments in Latin American have exerted and continue to exert significant influence on the economy, occasionally making significant changes in monetary, credit, industry regulations and others. Government actions to control inflation and other policies and regulations often involve, among other measures, price controls, currency devaluations, capital controls and limits on imports.

In particular, the Brazilian economy has suffered frequent interventions by the Brazilian federal government, which sometimes makes significant changes in its monetary, credit, tariff, tax and other policies and rules, in order to influence the Brazilian economy. Measures taken by the Brazilian federal government to control inflation, in addition to other policies and regulations, often involve raising interest rates, changing fiscal policies, controlling wages and prices, intervening in the foreign exchange market, currency devaluations, blocking access to bank accounts, controlling capital and limiting imports, among other measures.

In Chile, the government has changed in the past and has the ability to change monetary, fiscal, tax and other policies to influence the Chilean economy.

We have no control over, and cannot predict, what government measures or policies the Brazilian federal or other Latin American governments will take in the future, and how these measures and policies will affect the national and regional economy of Latin American countries. We may be materially and adversely affected by changes in policies or regulations that involve or affect certain factors, such as:

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interest rates;

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foreign exchange controls and restrictions on abroad remittances and payments of dividends;

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monetary policy;

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labor laws or jurisprudence positions;

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changing labor, legal and regulatory standards;

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data protection laws or regulations;

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intellectual property;

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inflation;

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liquidity and solvency of the financial system;

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liquidity of domestic financial and capital markets and availability of domestic loans;

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water and energy rationing;

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commodity prices;

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health policies, including due to epidemics and pandemics, such as the current COVID-19 pandemic;

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fiscal policy, tax policy and changes in tax legislation, including royalties and the effect of tax laws on distributions from our subsidiaries;

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import/export restrictions or other laws and policies that affect foreign trade and investments;

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price controls or pricing regulations; and

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takings or nationalization.

Uncertainty over the implementation of policy or regulatory changes by the Brazilian or other Latin American governments creates instability in the region’s economy, increasing the volatility of its securities market. This scenario is further aggravated when analyzed together with the impacts of the COVID-19 pandemic. These uncertainties, the recession with a period of slow recovery and other future developments in the Brazilian and Latin American economy could adversely affect our business and, consequently, our financial condition and operating results, and could adversely affect the trading price of our securities.

Economic uncertainties and political instability in the Latin American countries in which we operate, in particular Brazil and Chile, may adversely affect our business, operations and financial condition and that of our subsidiaries.

Countries in Latin America have experienced periods of economic and political instability in recent years. Unfavorable general economic conditions in the past, including the 2008 financial crisis that affected the global banking system and financial markets, have caused economic slowdown and a decrease in the amount of foreign capital invested in emerging markets, including Latin America. This in turn has caused many emerging markets, including Latin America, to decline in value and has led to the depreciation of emerging market currencies against the U.S. dollar. As international investors’ reactions to events that occur in one market sometimes affect other regions or disadvantage certain investments, the Latin American economy could be adversely affected by negative economic or financial developments in other countries, such as those related to the current outbreak of COVID-19. Negative developments in Latin America or other emerging markets or developed economies could affect the decisions to hire service providers and the demand for the services offered by us, with a potential reduction in the number of customers.

Brazilian markets have been experiencing increased volatility due to uncertainties arising from investigations conducted by the Brazilian Federal Police and the Brazilian Federal Public Ministry, including “Operação Lava Jato.” Such investigations have impacted the Brazilian economy and political environment. Members of the Brazilian federal government and the legislative power, as well as executives of large public and private companies, were convicted of corruption for accepting bribes through kickbacks in contracts awarded by the government to infrastructure, oil and gas, construction companies, among others. The amounts of these bribes allegedly financed political party campaigns and were not accounted for or publicly disclosed, serving to promote the personal enrichment of beneficiaries of the corruption scheme. As a result, several politicians, including members of the Brazilian National Congress and executives of large Brazilian public and private companies, have resigned from their positions and/or been arrested, and others are still being investigated for allegations of unethical and illegal conduct identified during such investigations.

The potential outcome of this and other investigations is uncertain, but they have already adversely affected the image and reputation of the companies involved, as well as the market’s general perception of the Brazilian economy. The development of these cases of unethical conduct has affected and may continue to adversely affect our business, financial condition and results of operations, as well as the trading price of our securities. We cannot predict whether the ongoing investigations will lead to further political and economic instability, nor whether new allegations against government officials and executives or private companies will emerge in the future. We also cannot predict the results of these investigations, nor the impact on the Brazilian economy or the Brazilian stock market.

Any consequences of these investigations could materially and adversely affect the business environment in Brazil and our activities. Further political instability has been exacerbated by the Brazilian polarized

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presidential election held in October 2022. After having his criminal convictions related to Operação Lava Jato overturned and his political rights restored by the Brazilian Supreme Court, former Brazilian president Luiz Inácio Lula da Silva ran for office in the presidential election and narrowly defeated President Bolsonaro. Luiz Inácio Lula da Silva took office on January 1, 2023. In the aftermath of the November 2022 presidential election, there have been countrywide roadblocks and protests by supporters of former president Jair Bolsonaro disputing the election results, culminating, on January 8, 2022, in riots in the country’s federal capital Brasilia where protesters stormed government buildings, including the Congress, the Supreme Court and the Presidential Palace. It is unclear whether this heightened state of political and social tension will dissipate or intensify in coming months and what resulting impacts may occur to adversely affect our business operations or the safety of our employees, our customers, and the communities in which we operate.

We cannot predict which policies the incoming president may adopt or change during his term in office, or the effect that any such policies might have on our business and on the Brazilian economy. Moreover, any difficulty experienced by the Brazilian federal government in obtaining a majority in the national congress could result in congressional deadlock, political unrest and massive demonstrations or strikes that could adversely affect our operations. Uncertainty over whether the Brazilian federal government will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance and contribute to economic instability and increase the volatility of the Brazilian securities market.

We are also exposed to economic and political volatility in Chile. The Chilean economy has recently experienced a slowdown, and we cannot assure you that the Chilean economy will grow in the future or that future developments that affect the Chilean economy, including economic difficulties in Brazil, Argentina and other emerging markets or financial markets from developed economies, will not impair our ability to proceed with our Chilean operations.

Further, starting in October 2019, Chile began to experience social turmoil, initially because of a fare hike in Santiago’s metro system. Student and civil protestors damaged public property and the private sector and disrupted institutions and commerce. The government initially declared a 90-day state of emergency, extendable as needed, and at the same time launched several political, social and economic reforms, and approved the calling of a national referendum. However, the state of emergency lasted less than ten days. On October 25, 2020, a constitutional referendum was held, in which about 80% of voters elected to replace the Chilean Constitution. The 2019 civil unrest led to the victory of left-wing Gabriel Boric in the December 2021 presidential elections. Mr. Boric was sworn in as president in March 2022. In September 2022, almost 62% of Chileans voted to reject the left-leaning draft of a new constitution proposed by the constituent assembly and backed by President Boric, which was perceived to be less market-friendly and to create legal uncertainty. There can be no assurance that the recent changes in the Chilean administration, its Constitution or any future civil unrest will not adversely affect our business, operating results and financial condition in Chile.

In general, emerging markets such as Brazil, Chile or other Latin American countries are also exposed to relatively higher risks of liquidity constraints, inflation, devaluation, price volatility, corruption, crime, asset expropriation and sovereign default, as well as additional legal and regulatory risks and uncertainties.

Economic uncertainty and political uncertainty in Brazil, Chile or other Latin American countries could materially and adversely affect the business environment in these countries and affect us disproportionately or differently than our competitors, depending on our specific exposure to any particular emerging market, which could have a material adverse effect on our business, operating income, financial condition and prospects.

Political, economic and social events and the perception of risks in other countries, especially in emerging economy countries and in the United States, China and the European Union, may adversely affect the economy of the countries in which we operate and the market price of our securities.

Our Latin American operations may be affected, to varying degrees, by economic and market conditions in other countries, including the United States, European Union countries and other emerging economies. To the extent the conditions of the global markets or economy deteriorate, the business of companies with

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significant operations in Latin American countries may be harmed. For example, we are subject to impacts resulting from the current war between Ukraine and Russia. The Ukraine war has caused market turmoil and led oil prices to soar, reaching the highest level in almost 14 years, thus affecting the market commodities and energy in Brazil and in the world, which could raise our operational costs and consumer expenses and, therefore, adversely affect our operational results and financial condition. In addition, an escalation in political tensions between the United States, Iran and Iraq, as well as other related conflicts in the Middle East, and imposition of additional sanctions from the United States, Iran, Iraq, and European countries could cause the price of oil to increase even further. Finally, these tensions can generate political and economic instability around the world, directly impacting the stock markets.

The weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased business investment and consumer spending, increased unemployment, reduced income and asset values in many areas, reduction of China’s growth rate, currency volatility and limited availability of credit and access to capital, in addition to significant uncertainty result from the current COVID-19 pandemic. Developments or economic conditions in other countries may significantly affect the availability of credit to companies with significant operations in Brazil and result in considerable outflows of funds from Brazil, decreasing the amount of foreign investments in Brazil.

Further, trade disputes between countries, in particular the current dispute between the United States and China, global outbreaks of communicable diseases such as COVID-19, crises in the United States, the European Union or in emerging countries and global tensions, including conflicts involving the occurrence of Brexit, have affected and may affect the global economy, producing several effects that, directly or indirectly, negatively impact the Latin American capital markets and economy, such as fluctuations in the price of securities issued by listed companies, reductions in the supply of credit, deterioration of the economy, fluctuations in foreign exchange rates and inflation, among others.

Given our exposure to Latin American economies, any such factors can reduce investor interest in our securities. Crises, political instability or economic conditions in other countries could make it more difficult for us to access the capital markets and finance our operations in the future, on favorable terms or at all, may significantly affect the perceptions of risks inherent in Brazil and may result in considerable outflows of funds from Brazil, decreasing the amount of investments in Brazil.

Exchange rate instability can harm the economy of emerging markets where we operate and, consequently, affect us.

The Latin American currencies have experienced in the past and are currently experiencing strong fluctuations against the dollar and other strong currencies.

In Brazil, over the past four decades, the federal government implemented various economic plans and used various foreign exchange policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), floating exchange market systems, foreign exchange controls and the dual exchange market. Since 1999, Brazil has adopted a floating foreign exchange system with Central Bank interventions in the purchase or sale of foreign currency. From time to time, there have been significant foreign exchange rate fluctuations between the real and the dollar and other currencies.

Although long-term depreciation of the real is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. The real depreciated against the U.S. dollar by 47.0% at year-end 2015 as compared to year-end 2014. The real/ U.S. dollar exchange rate reported by the Central Bank was R$3.904 per U.S. dollar on December 31, 2015 and R$3.259 per U.S. dollar on December 31, 2016, which reflected a 16.5% appreciation in the real against the U.S. dollar during 2016. The real/U.S. dollar exchange rate reported by the Central Bank was R$3.308 per U.S. dollar on December 31, 2017, which reflected a 1.5% depreciation in the real against the U.S. dollar during 2017. The real/U.S. dollar exchange rate reported by the Central Bank was R$3.875 per US$1.00 on December 31, 2018, which reflected a 17.1% depreciation in the real against the U.S. dollar during 2018. The real/U.S. dollar exchange rate reported by the Central Bank was R$4.031 per US$1.00 on December 31, 2019, which reflected a 4.0% depreciation in the real against the U.S. dollar during 2019. The real/U.S. dollar exchange rate reported by

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the Central Bank was R$5.197 per US$1.00 on December 31, 2020, which reflected a 28.9% depreciation in the real against the U.S. dollar during 2020. The real/U.S. dollar exchange rate reported by the Central Bank was R$5.580 per US$1.00 on December 31, 2021, which reflected a 7.4% depreciation in the real against the U.S. dollar during 2021. The real/U.S. dollar exchange rate reported by the Central Bank was R$5.238 per US$1.00 on June 30, 2022, which reflected a 13.5% appreciation in the real against the U.S. dollar as compared to December 31, 2021. There can be no assurance that the real will not again depreciate against the U.S. dollar or other currencies in the future.

The devaluation of the real and other Latin American currencies relative to the U.S. dollar could create additional inflationary pressures in Brazil and Latin America and lead to increases in interest rates. Any depreciation of these currencies may generally restrict access to the international capital markets. It would also reduce the U.S. dollar value of our results of operations. Restrictive macroeconomic policies could reduce the stability of the Brazilian and Latin American economy and harm our results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies could have a negative impact on the Brazilian and Latin American economy. These policies and any reactions to them may harm us by curtailing access to foreign financial markets and prompting further government intervention. A devaluation of Latin American currencies relative to the U.S. dollar may also, as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth, which could negatively affect the economy of Latin American countries as a whole and our results, due to the contraction in consumption and the increase in its costs.

On the other hand, the appreciation of the Latin American currencies relative to the U.S. dollar and other foreign currencies could lead to the deterioration of the region’s current accounts and balance of payments, as well as a weakening in the growth of the gross domestic product generated by exports. It could also have an adverse impact in our financial condition and results of operations due to translation risk.

We do not exercise any influence on the exchange policy adopted in Brazil or other Latin American countries, nor do we have the capacity to predict it. Our business, financial condition, results of operations and prospects could be negatively affected by changes in such foreign exchange rate policies.

Inflation and government efforts to curb it may contribute to an uncertain economic scenario, adversely affecting us and the market price of our securities.

General inflation, including rising prices for energy and other inputs as well as rising wages may negatively impact our business by increasing our operating costs. The cost of materials, fuel, labor and other components of our operating costs used in our services are affected by inflation and global commodity prices. We may mitigate this risk through passing along price increases to our customers. However, we may not always be able to raise prices in response to increased costs or may experience delays in passing through such costs, as our ability to do so is largely dependent upon market conditions and competitive market pressures. These inflationary cost pressures have resulted and may result in reductions in our operating margins and cash flows in the future.

General inflation in the United States, Europe and other geographies has risen to levels not experienced in recent decades. These concerns have resulted in an increase of interest rates and the respective governments and institutions taking and contemplating other measures to curb inflation, which in turn has negatively impacted the capital markets generally.

Latin American countries have historically experienced high rates of inflation from time to time, which have, together with certain actions taken by the Latin American government in an attempt to curb inflation and speculation about what measures would be adopted, negative effects on the Latin American countries economy and contributed to economic uncertainty, increasing the volatility of the Latin American capital markets.

In Brazil, according to the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo, or IPCA), which is published by the Brazilian Institute for Geography and Statistics (Instituto Brasileiro de Geografia e Estatística, or IBGE), Brazilian inflation rates were 10.42%, 4.52% and 4.31% as of December 31, 2021, 2020 and 2019, respectively, and the annual inflation rate as of June 30, 2022 was 11.89%. Brazil may experience high levels of inflation in the future and inflationary pressures may lead to

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the Brazilian government’s intervening in the economy and introducing policies that could harm our business and the price of our securities. In the past, the Brazilian government’s interventions included the maintenance of a restrictive monetary policy with high interest rates that restricted credit availability and reduced economic growth, causing volatility in interest rates. The Monetary Policy Committee (Comitê de Política Monetária do Banco Central do Brasil, or COPOM) frequently adjusts the interest rate in situations of economic uncertainty to achieve goals established in the Brazilian federal government’s economic policy. In the event of an increase in inflation, the Brazilian federal government may choose to significantly increase interest rates. For example, the official interest rate in Brazil oscillated from 14.25% as of December 31, 2015 to 2.00% as of December 31, 2020, as established by the COPOM. On March 17, 2021, the SELIC rate target was raised to 2.75% p.a. with further increases throughout the year, reaching 9.25% p.a. by the end of 2021. In 2022, the COPOM kept raising the SELIC rate target, which reached 13.25% by June 2022. The increase in interest rates will affect not only the cost of our new loans and financing, but also the cost of our current debt, as well as our cash and cash equivalents, securities and payable leases, which are subject to interest rates.

In Chile, the annual rates of inflation, measured by changes in the CPI, in 2017, 2018, 2019, 2020 and 2021 were 2.3%, 2.6%, 2.2%, 3.1% and 7.2%, respectively. Higher levels of inflation in Chile could adversely affect the Chilean economy and have an adverse effect on our results of operations if high inflation is not accompanied by a corresponding devaluation of the local currency. It is not possible to guarantee or predict that Chilean inflation will not revert to previous levels in the future. In addition, measures taken by the Central Bank of Chile to control inflation often included maintaining a tight monetary policy with high interest rates, thus restricting the availability of credit and economic growth. A significant portion of our operating costs are denominated in U.S. dollars and could, therefore, be significantly affected by a decrease in economic activity levels in Chile. If inflation in Chile increased without a corresponding depreciation of the peso, or if the amount of the peso appreciated against the dollar without the peso experiencing a corresponding deflation in Chile, our financial position and operating results, as well as the value of our securities, could be materially and adversely affected.

Any fluctuations in interest rates and measures taken by the U.S., EU, Latin American and other governments in the future, including reducing interest rates, intervening in the foreign exchange market and implementing mechanisms to adjust or determine currency amount, could trigger inflation, adversely affecting the overall performance of global and national economies. If the countries where we operate experience higher inflation in the future, we may not be able to adjust the prices we charge our customers to offset the effects of inflation on their cost structure, which will increase our costs and reduce our operating and net margins.

Our operating results may be impacted by changes in tax legislation, unfavorable results from tax contingencies or by the modification, suspension or cancellation of tax benefits or special regimes.

Latin American tax authorities regularly implement changes in the tax regime that could affect us. These measures include changes in current rates and, occasionally, the creation of temporary and permanent taxes. Some of these changes may increase, directly or indirectly, our tax burden, which may increase the prices we charge for our services, restrict our ability to do business and, therefore, materially and adversely impact our business and results of operations. In addition, certain tax laws may be subject to controversial interpretations by tax authorities. If tax authorities interpret tax laws in a manner inconsistent with our interpretations, we may be adversely affected, including by the full payment of taxes due, plus charges and penalties.

Currently, there are proposals in the Brazilian Congress for the implementation of a Brazilian tax reform. Among the proposals under discussion, there is the possibility of a complete change in the consumption tax system, which would extinguish three federal taxes — IPI, PIS and COFINS, the ICMS, which is a state tax, and the ISS, which is a municipal tax, to create a new Tax on Transactions with Goods and Services, or the IBS, that would be levied on consumption. Furthermore, the Brazilian federal government presented, through Bill No. 3887/2020, a new proposal for the Brazilian tax reform for the creation of the Social Contribution on Transactions with Goods and Services, or the CBS, replacing the contributions of the PIS and the COFINS, providing for a 12% rate, with ample right to credit. More recently, the Brazilian federal government introduced Bill No. 2337/2021, also called the “second phase” of the Brazilian tax reform,

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which relates to income taxation, including dividend taxation, adjustments in calculation basis and corporate tax rates, changes in taxation of income and gains related to investments in the Brazilian capital markets (i.e., taxation of financial assets and investment funds, etc.), among others. The implementation of the Brazilian tax reform is subject to the legislative process, which includes evaluation, voting, veto and amendments, all carried out by the legislative branch, the Brazilian national congress and the Brazilian president. Therefore, it is not possible to determine, at the outset, which proposed changes will be effectively implemented and how they may directly or indirectly affect our business and results, which would come into effect in the year following the conversion of such projects into law. If the Brazilian tax reform takes effect or if there are any changes in the applicable tax laws and regulations that alter the applicable taxes or special regimes during or after their effective periods, our business and results may be adversely affected.

In Chile, over the past decade, several substantial changes have been made to the income tax system, including increases in corporate and personal income tax rates. In February 2020, the Chilean Congress passed Law No. 21,210 (the “2020 Chilean Tax Reform”), including several amendments to the Chilean tax system. Among these amendments, the 2020 Chilean Tax Reform provides for (i) the elimination, effective from January 1, 2020, of the coexistence of the attributed income tax system and the consolidation of a partially integrated single tax system for large companies, which was created in 2014, with an income tax rate of 27%, (ii) the creation of a new special tax regime for small and medium-sized companies, with an income tax rate of 25% that can be fully integrated into final taxes, (iii) phasing out the tax refunds that Chilean holding companies could claim for corporate taxes paid by their Chilean subsidiaries as a result of absorbing the holding companies’ tax losses with dividends received from such subsidiaries, (iv) increasing the maximum rate of taxes to 40% for personal income tax applicable to resident individuals, (v) application of VAT to foreign digital services used in Chile and (vi) stricter requirements for private investment funds to benefit from preferential tax treatment. Based on Chile’s current social and political environment following the civil unrest that began in October 2019, the Chilean government may introduce further tax reforms aimed at limiting tax exemptions and/or preferential tax treatments. The 2020 Chilean Tax Reform and the interpretation of the RSI (the Chilean tax authority), or the potential approval of future tax reforms, may have other consequences for us, and there can be no guarantee that the current tax burden will not be adjusted in the future to finance future social reforms promoted by the Chilean government or to achieve other purposes.

Further changes in the tax laws of the jurisdictions in which we operate could arise as a result of the base erosion and profit shifting project being undertaken by the OECD. The OECD, which represents a coalition of member countries that includes Chile, Colombia and the United States, has undertaken studies and is publishing action plans that include recommendations aimed at addressing what they believe are issues within tax systems that may lead to tax avoidance by companies. The OECD has extended inclusion to non-OECD countries under their Inclusive Framework on Base Erosion and Profit Shifting, or BEPS, bringing together over 100 countries to collaborate on the implementation of the OECD BEPS Package. This framework allows interested countries and jurisdictions to work with the OECD and G20 members on developing standards on BEPS-related issues and reviewing and monitoring the implementation of the whole BEPS Package. Included within this expanded group of countries are several additional jurisdictions in which we do business. It is possible that the additional jurisdictions in which we do business could react to these initiatives or their own concerns by enacting tax legislation that could adversely affect us or our shareholders through increasing our tax liabilities.

Besides changes in tax legislation, we are subject to inspections by tax authorities at the various jurisdictions in which we operate. As a result of such inspections, our tax positions may be questioned by the tax authorities, which can result in legal and administrative proceedings. For example, Brazilian tax authorities regularly inspect companies and have recently intensified the number of inspections they conduct, showing particular concern for certain matters such as inventory control, goodwill amortization expenses, corporate restructuring and tax planning, among others. Any legal and administrative proceedings relating to tax matters may adversely affect us. We cannot guarantee that the provisions for any tax proceedings will be correct, that there will be no identification of additional tax exposure, and that it will not be necessary to establish additional tax reserves for any tax exposure. Any increase in the amount of taxation as a result of challenges to tax positions could adversely affect our business, results of operations and financial condition.

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Outbreaks of communicable diseases worldwide, such as COVID-19, could lead to greater volatility in the global capital markets and result in negative pressure on the global and local economy of the markets where we operate, which could have an adverse effect on our results of operations and financial condition and affect the trading price of our securities.

On March 11, 2020, the WHO declared the pandemic arising from COVID-19, leaving it up to member-countries to establish the best practices for preventive actions and treatment of those infected. Consequently, the COVID-19 outbreak resulted in restrictive measures involving the movement of people imposed by governments of several countries in the face of the extensive and rapid spread of the virus, including quarantine and lockdowns around the world. Among the consequences of these measures, there were restrictions on travel and public transportation, extended closures of workplaces, interruptions to supply chains, closures of businesses and an overall reduction in consumption by the population. The adoption of the measures described above, together with the uncertainty brought about by the COVID-19 outbreak, have had an adverse impact on the global economy and on the global capital markets, including in Brazil and Latin America. Similar impacts to those described above could arise again, generating fluctuations in the trading price of securities around the world, including the trading price of New Pubco’s securities.

The COVID-19 outbreak has and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, could be materially and adversely affected. Any material change in the global financial markets or in the Latin American or Brazilian economy as a result of any such outbreak could reduce the interest of Brazilian and foreign investors in New PubCo’s securities, which could reduce their market price and make it difficult for us to access the capital markets and finance our operations in the future on acceptable terms.

The extent to which COVID-19 will still impact the global and local economy of the markets where we operate will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning new strains of COVID-19 and the severity of the actions to contain COVID-19 or treat its impact, particularly the effectiveness and distribution of one or more vaccines, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our financial condition and results of operations may be materially adversely affected.

Any further decline in Brazil’s credit rating could adversely affect the trading price of our securities.

We may be adversely affected by investors’ perception of risks related to the credit rating of Brazil’s sovereign debt. Risk rating agencies regularly assess Brazil and its sovereign risk scores, which are based on a number of factors, including macroeconomic trends, fiscal and budgetary conditions, debt metrics and the prospect of changes in any of these factors.

In September 2015, Standard & Poor’s initiated a review of Brazil’s sovereign credit risk rating, downgrading it to a grade below “investment grade.” Since then, Brazil has suffered successive downgrades in its rating by the three major risk rating agencies in the world. As of the date of this prospectus/proxy statement, Standard & Poor’s, Moody’s and Fitch rated Brazil’s sovereign credit rating as BB-stable, Ba2 stable and BB-stable, respectively.

Continuing or worsening of the current Brazilian recession and continued political uncertainty, among other factors, could lead to further downgrades. We cannot guarantee that credit bureaus will maintain these ratings on Brazilian credit. Any further downgrade of Brazil’s sovereign credit ratings could increase investors’ perception of risk and, as a result, negatively affect the price of our securities.

Changes in legislation and regulations in Chile may have an adverse effect on our business.

Our Chilean subsidiaries are subject to a certain set of Chilean laws and regulations, and there can be no assurance that such laws and regulations will remain unchanged. Changes in legislation, whether due to the repeal of existing legislation, the imposition of additional regulation, the enactment of new applicable legislation or changes in official interpretations of existing rules by the competent authorities, may affect our Chilean subsidiaries’ way of conducting their business and may have an adverse effect on our business.

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In the past, the Chilean government has modified, and has the ability to modify laws, monetary, fiscal, tax and other policies to influence the Chilean economy. We have no control over government policies and cannot predict how government intervention will affect the Chilean economy or, directly and indirectly, our business, results of operations and financial condition. For example, as part of the COVID-19 economic and financial aid package promulgated by the Chilean Congress, since July 30, 2020, three laws (Law No. 21,248; Law No. 21,295; and Law No. 21, 330) have been passed to allow affiliates of the private pension system governed by Decree Law No. 3,500, to withdraw funds (up to 10% each time, subject to certain limitations) from their personal pension funds accounts. Currently, the Chilean Congress is discussing a new withdraw of pension funds.

Industry laws and regulations change at the national, regional and local levels, and these changes can impose costs and other difficulties that can prevent our Chilean subsidiaries from properly developing their business and achieving expected results. In addition, any change in regulation, the interpretation of existing regulations, the imposition of additional regulations or the enactment of new legislation that affects any of the companies could have an adverse impact, directly or indirectly, on the financial condition and results of operations.

For example, there have been some legislative efforts in labor matters that could affect the operational costs of our Chilean subsidiaries. For instance, there are several bills under discussion to shorten the work week from 5-6 days to 4 days a week, and from 45 hours to 40-38 weekly hours, with no salary decrease. There is also discussion to force companies to distribute among eligible employees, between 8% to 15% of a company’s profits (depending on the company’s size), subject to certain limits. Likewise, the minimum wage was recently increased to Ch$350,000/month under a government plan that intends to gradually increase it to up to Ch$500,000/month. Furthermore, the proposed Constitution, which is reportedly less market friendly, will be voted on in September 2022. These changes, and other that may arise in the future, could impact labor costs associated with our operations and affect our income.

A severe earthquake or tsunami in Chile could negatively affect the Chilean economy and our facilities and, as a result, negatively impact our business, financial condition and consolidated operating results.

Chile is on the Nazca tectonic plate, one of the most seismically active regions in the world. Chile has been adversely affected by powerful earthquakes in the past, including a magnitude 8.8 Richter scale earthquake in south-central regions in 2010, and a magnitude 8.3 Richter Scale earthquake in northern Chile in 2014 that caused several blackouts due to damage to the local electricity distribution network, and a magnitude 8.4 Richter Scale earthquake in northern Chile in 2015. An earthquake of magnitude 9.5 Richter Scale occurred in Valdivia, Chile, in 1960, which remains the largest recorded earthquake in modern history.

A severe earthquake or tsunami in Chile could damage our facilities and have an adverse impact on the Chilean economy and us, including our business, financial condition and consolidated operating results. Our facilities are also susceptible to damage from fire and other catastrophic disasters arising from natural or man-made accidental causes, as well as acts of terrorism and health pandemics or other contagious outbreaks. A catastrophic event could cause disruption to our business, significant reductions in our revenues or significant additional costs.

Under a constitutional provision, the Chilean government has the power to seize or expropriate our assets under certain circumstances.

Pursuant to Article 19 No. 24 of the Chilean Constitution, the Chilean government may exercise its eminent domain powers over our assets, if the government considers the action required in order to protect public interests. According to Decree-Law (Decreto con Fuerza de Ley) No. 2186 of 1978, eminent domain powers can be exercised through a process of administrative expropriation, the result of which can be appealed to a civil court. In the event of expropriation, we would be entitled to compensation for the expropriated assets. However, the offset may be less than the price at which the expropriated asset could be sold in an open market sale or the asset’s value as part of an ongoing deal.

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Risks Relating to the WOB Acquisition

We may be unable to successfully integrate Witt O’Brien’s operations or to fully realize targeted synergies, revenues and other expected benefits of the WOB Acquisition.

Through the WOB Acquisition, we aim to expand our business into new markets, in particular in North America. Achieving the expected benefits of the proposed WOB Acquisition will depend on the timely and efficient integration of Witt O’Brien’s operations, business cultures, marketing practices, branding and personnel. This integration may not be completed as quickly and smoothly as expected. The challenges involved in the integration include, among others, the following:

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increasing the scope, geographic diversity and complexity of our operations;

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integrating Witt O’Brien’s’ command center and offices to our existing operations;

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rebranding Witt O’Brien’s and devising a coherent marketing strategy in the U.S. market and Witt O’Brien’s’ other markets;

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managing employee attrition and potential disruptions in our business;

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retaining our or Witt O’Brien’s’ key customers, or both;

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retaining our or Witt O’Brien’s’ key executives and employees;

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the potential impact on the relationships between us, industry partners, service providers and other third parties;

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distracting both companies’ managements from our ongoing operations;

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aligning Witt O’Brien’s’ standards, processes, procedures and controls with ours;

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integrating our various systems, including those involving management information, accounting and finance, information technology, sales, billing, employee benefits, payroll and regulatory compliance; and

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facing other material risks not detected in the due diligence process.

If any of the risks discussed were to materialize, this could disrupt our operations and cause the integration of Witt O’Brien’s to become more onerous, time-consuming and costly than anticipated. In addition, the potential benefits of the acquisition of Witt O’Brien’s may not be realized to the full extent, in a timely fashion or at all. In particular, we may not be able to capitalize on the expected opportunities for cost and sales synergies.

Representations and warranties, covenants and claims for damages under the WOB SPA are limited in scope and amount and are subject to time limits.

All representations and warranties claims and claims for damages that we may have against the WOB Sellers under the WOB SPA are subject to customary scope, amount and time limitations and qualifications. There is no certainty that our contractual protections under the WOB SPA will be sufficient to ensure we will be able to recover all claims we may have against the WOB Sellers.

The WOB Acquisition may expose us to liabilities and contingencies, including as a result of the Deepwater Horizon/BP Macondo Incident, which became potential liabilities for us as a result of the completion of the WOB Acquisition.

Witt O’Brien’s is party to certain lawsuits and other proceedings involving a significant amount. On April 22, 2010, the Deepwater Horizon, a semi-submersible deep-water drilling rig operating in the U.S. Gulf of Mexico, sank after an apparent blowout and fire resulting in a significant flow of hydrocarbons from the BP Macondo well (the “Deepwater Horizon/BP Macondo Well Incident”). Seacor provided spill and emergency response services in connection with the Deepwater Horizon/BP Macondo Well Incident. In December 2010, O’Brien’s Response Management, L.L.C. (former Witt O’Brien’s) was named as defendant among multiple parties in several claims arising from the Deepwater Horizon/BP Macondo Well Incident, including a putative class “B3” master complaint concerning the clean-up activities generally and the use of

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dispersants specifically as well as individual civil actions alleging “B3” exposure-based injuries and/or damages. Although all claims against Witt O’Brien’s have been dismissed by the U.S. District Court of the Eastern District of Louisiana (the “Court”), the “B3” master complaint is still pending and there is no certainty that current defendants will not try to tender any of the ongoing plaintiff’s claims to Witt O’Brien’s.

In addition, in connection with claims relating to clean-up operations following the Deepwater Horizon/BP Macondo Well Incident, BP Exploration & Production, Inc. and BP America Production Company (together, “BP”) acknowledged and agreed to indemnify and defend Witt O’Brien’s pursuant and subject to certain contractual agreements and potential limitations. No assurance can be given that the BP will honor its obligation to indemnify Witt O’Brien’s under these arrangements.

On February 12, 2014, BP entered into a class action settlement that would resolve, among other things, clean-up related personal injury claims against BP. Although Witt O’Brien’s was not a party thereto, such settlement set forth a back-end litigation option for class members to pursue individual claims against BP for “later-manifested physical conditions” as well as BP’s right to seek indemnity from any third party, to the extent BP has a valid indemnity right. BP has tendered several claims for indemnity pursuant to the settlement to Witt O’Brien’s, most of which have been dismissed with prejudice, as well as personal injury claims being pursued by plaintiffs who opted out of the settlement. Witt O’Brien’s plans to continue disputing BP’s right to any indemnification for the remaining claims.

If BP were to fail to honor its contractual obligations or if the courts were to decide in favor of BP with respect to the disputed claims, Witt O’Brien’s may be faced with significant monetary payments that could materially and adversely affect its financial position, results of operations and cash flows.

In addition, Witt O’Brien’s may have liabilities that we failed, or were unable, to discover in the course of performing our due diligence investigations of Witt O’Brien’s. We may learn additional information about Witt O’Brien’s that materially adversely affects us, such as unknown or contingent liabilities and liabilities related to compliance with applicable laws. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.

The indemnities that we may receive from the WOB Sellers under the WOB SPA may be insufficient to protect or indemnify us for any liabilities and contingencies that we did not identify during the due diligence process or that were identified but were estimated to be lower than the actual amounts. If we incur significant costs as a result of such liabilities or contingencies, our business, financial condition and results of operations may be adversely affected.

Witt O’Brien’s could incur liabilities in connection with its provision of spill response services.

Although companies are generally exempt in the United States from liability under the Clean Water Act (“CWA”) for their own actions and omissions in providing spill response services for oil spills, this exemption would not apply if a company were found to have been grossly negligent or to have engaged in willful misconduct, or if it were to have failed to provide these services consistent with the National Contingency Plan or as otherwise directed under the CWA. In addition, the exemption under the CWA would not protect a company against liability for personal injury or wrongful death claims, or against prosecution under other federal or state laws. All of the coastal states of the United States in which Witt O’Brien’s provides services have adopted similar exemptions, but, several inland states have not. If a court or other applicable authority were to determine that Witt O’Brien’s does not benefit from federal or state exemptions from liability in providing emergency response services, or if the other defenses asserted by Witt O’Brien’s and its business segments are rejected, Witt O’Brien’s could be liable together with the local contractor and the responsible party for any resulting damages, including damages caused by others, subject to the indemnification provisions and other liability terms and conditions negotiated with its domestic customers. In the international market, Witt O’Brien’s does not benefit from the spill response liability protection provided by the CWA and, therefore, is subject to any protections available under the liability terms and conditions negotiated with its international clients, in addition to any other defenses available to Witt O’Brien’s and its business segments. If Congress repeals the current US$137.6595 million cap for non-reclamation liabilities under the Oil Pollution Act of 1990 for offshore facilities or otherwise scales back the protections afforded to contractors thereunder, there may be increased exposure for remediation work and the cost for securing insurance for such work may become prohibitively expensive. Without affordable

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insurance and appropriate legislative regulation limiting liability, drilling, exploration, remediation and further investment in oil and gas exploration in the U.S. Gulf of Mexico may be discouraged and thus reduce the demand for Witt O’Brien’s’ services.

Emergencia may incur additional costs in relation to Witt O’Brien’s internal controls and information systems.

Emergencia’s management’s report on internal controls for the year ended December 31, 2021 do not address Witt O’Brien’s internal controls over financial reporting. Emergencia may find it necessary to incur expenses and spend time to correct deficiencies and implement additional training. Should Witt O’Brien’s not maintain internal controls and policies and procedures over financial reporting that are comparable or compatible to those required of a public company, this may amplify Emergencia’s risks and liabilities with respect to its ability to maintain appropriate internal controls and procedure. If these deficiencies are serious, and if Emergencia cannot remedy them before the filing of its second annual report on Form 20-F following the Business Combination, Emergencia may not be able to conclude that its internal controls are effective under Section 404 of the Sarbanes-Oxley Act of 2002 as well as SEC rules relating to internal controls over financial reporting. See “— In preparing our financial statements, we have identified material weaknesses in our internal control over financial reporting and, if we fail to remediate such material weaknesses (and any other ones) or implement and maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.” If this were to occur, investors might lose confidence in Emergencia’s financial statements and the price of its stock could fall.

Witt O’Brien’s relies on several customers and marketing agreements for a significant share of its revenues, the loss of any of which could adversely affect its businesses and operating results.

In the six months ended June 30, 2022, the Successor Period April 15, 2021 through December 31, 2021 and the Predecessor Period January 1, 2021 through April 14, 2021 and the year ended December 31, 2020, Witt O’Brien’s’ top 10 customers accounted for more than 70% of total revenue. The portion of Witt O’Brien’s revenues attributable to any single customer may change over time, depending on the level of relevant activity by any such customer, the segment’s ability to meet the customer’s needs and other factors, many of which are beyond its control. The loss of business from a significant customer could have a material adverse effect on Witt O’Brien’s business, financial condition, results of operations and cash flows. Further, to the extent any of Witt O’Brien’s customers experience an extended period of operating difficulty, including as a result of the integration of Witt O’Brien’s to our existing operations, Witt O’Brien’s revenues, results of operations and cash flows could be materially adversely affected.

The pro forma consolidated financial information of New PubCo describes only a hypothetical situation and thus, due to its nature, the presentation does not reflect the actual combined assets, financial position and results of operations of New PubCo upon the closing of the WOB Acquisition.

Since the WOB Acquisition is expected to have a material impact on the assets, financial position and results of operations of New PubCo, pro forma consolidated financial information, consisting of an unaudited pro forma interim condensed combined statement of income for the six months ended June 30, 2022, an unaudited pro forma condensed combined statement of income for the year ended December 31, 2021 and an unaudited pro forma condensed combined statement of financial position as of June 30, 2022 and pro forma notes (the “Unaudited Pro Forma Condensed Combined Financial Information”), was prepared for purposes of this proxy statement/prospectus. The purpose of the Unaudited Pro Forma Condensed Combined Financial Information, among others, is to present the pro forma effects of the WOB Acquisition on New PubCo after giving pro forma effect to the Business Combination. The unaudited pro forma condensed combined statement of financial position as of June 30, 2022 assumes that the Business Combination was consummated on June 30, 2022. The unaudited pro forma interim condensed combined statement of income for the six months ended June 30, 2022 and the unaudited pro forma condensed combined statement of income for the year ended December 31, 2021 assume that the Business Combination was consummated on January 1, 2021. Therefore, the Unaudited Pro Forma Condensed Combined Financial Information describes only a hypothetical situation and thus, due to its nature, the presentation does not reflect the actual net assets, financial position and results of operations of New PubCo upon the Closing of the Business Combination. The presentation of the Unaudited Pro Forma Condensed Combined Financial

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Information of New PubCo is based on information available, preliminary estimates and certain pro forma assumptions and is intended for illustrative purposes only. In addition, the Unaudited Pro Forma Condensed Combined Financial Information does not represent a forecast of the net assets, financial position and results of operations of New PubCo at any future date or for any future period. The Unaudited Pro Forma Condensed Combined Financial Information neither contains potential synergies or cost savings, nor a normalization of any restructuring or any additional future expenses that could result from the WOB Acquisition. Furthermore, the Unaudited Pro Forma Condensed Combined Financial Information is only meaningful in conjunction with the historical consolidated financial statements of Emergencia, HPX and Witt O’Brien’s included elsewhere in this proxy statement/prospectus.

The historical consolidated financial information of Witt O’Brien’s contained in this proxy statement/​prospectus may not be considered indicative of Witt O’Brien’s’ future performance as part of New PubCo.

The audited consolidated financial statements of Witt O’Brien’s for the Successor Period April 15, 2021 through December 31, 2021 and the Predecessor Period January 1, 2021 through April 14, 2021 and the year ended December 31, 2020 and the unaudited condensed consolidated financial statements of Witt O’Brien’s for the six months ended June 30, 2022 (together, the “WOB Consolidated Financial Statements”) have been prepared in accordance with U.S. GAAP with U.S. dollars as its reporting currency. We were not involved in the preparation of the WOB Consolidated Financial Statements and therefore did not have the possibility to independently confirm and verify that these financial statements are complete and correct in all material respects as was the case for our own historical financial statements contained herein. The Unaudited Pro Forma Condensed Combined Financial Information gives effect to adjustments required to convert Witt O’Brien’s’ financial statement presentation to IFRS and its reporting currency to reais.

The WOB Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3 Business Combinations. Under this method, New PubCo recorded the fair value of assets acquired and liabilities assumed from Witt O’Brien’s using preliminary estimates. The WOB Acquisition has been consummated as of the date of the preparation of the unaudited pro forma condensed combined financial information. The accounting of the WOB Acquisition will have a significant impact on New PubCo’s future consolidated financial statements.

Therefore, the historical consolidated financial information of Witt O’Brien’s contained in this proxy statement/prospectus may not be considered indicative of the future performance of Witt O’Brien’s as part of New PubCo.

Risks Relating to the Business Combination and HPX

For purposes of this subsection only, “we,” “us” or “our” refer to HPX, unless the context otherwise requires.

The effective price per share paid by Opportunity Agro Fund and each of the other PIPE Investors (and Cygnus Fund Icon, as the case may be) is only $8.41 and $9.49, respectively, compared to the $10.00 effectively invested by HPX shareholders that do not redeem their public shares.

Opportunity Agro Fund and each of the other PIPE Investors (and Cygnus Fund Icon, as the case may be), who are sophisticated investors that conducted due diligence on Emergencia prior to committing to invest, are investing effectively only $8.41 per New PubCo Class A Ordinary Share and $9.49 per New PubCo Class A Ordinary Share, respectively, after factoring in (i) the additional New PubCo Class A Ordinary Shares to be issued to them at or promptly after Closing pursuant to the Subscription Agreements (and the Cygnus Subscription Agreement, as the case may be) and (ii) the value of the New PubCo Warrants that each of the PIPE Investors (and Cygnus Fund Icon, as the case may be) will receive pursuant to the Subscription Agreements (and the Cygnus Subscription Agreement, as the case may be) based on the closing price on December 2, 2022 of HPX Public Warrants with substantially the same terms. In contrast, HPX shareholders that do not redeem their public shares will effectively be investing approximately $10.00 per New PubCo Class A Ordinary Share.

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The Sponsor, and our officers and directors have agreed to vote in favor of the Business Combination, which will increase the likelihood that HPX will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby regardless of how HPX’s public shareholders vote.

Unlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares or public shares held by them, in favor of the Business Combination. Considering the redemptions of public shares in connection with the Initial Extension and the Second Extension, our Sponsor owns approximately 73.6% of the issued and outstanding HPX Ordinary Shares as of the date of this proxy statement/prospectus. As a result, in addition to our initial shareholders’ HPX Ordinary Shares, we would need none of the remaining 2,176,544 HPX Ordinary Shares outstanding as of the record date to be voted in favor of the Business Combination Proposal (assuming all outstanding shares are voted) in order to have the Business Combination approved. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their ordinary shares in accordance with the majority of the votes cast by the HPX shareholders.

If the conditions to the Business Combination Agreement are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not occur.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by HPX shareholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Conditions to Complete the Business Combination”), or that other Closing conditions are not satisfied.

Among other conditions, the consummation of the Business Combination is subject to the expiration or termination of any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Business Combination. The waiting periods applicable to the consummation of the transactions contemplated by the Business Combination Agreement under the HSR Act will expire on December 22, 2022. Nevertheless, at any time before or after the effective time, the United States Department of Justice, Antitrust Division (“DOJ”), the United States Federal Trade Commission (“FTC”), the U.S. state attorneys general, or any other governmental entity could take action under applicable antitrust laws, including seeking to enjoin the completion of the Business Combination, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

If we do not complete the Business Combination, we could be subject to several risks, including:

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the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

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negative reactions from the financial markets, including declines in the price of HPX Securities due to the fact that current prices may reflect a market assumption that the Business Combination will be completed;

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efforts will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination; and

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we will have a limited period of time, if any, to complete an alternative initial business combination and we may not be as attractive to potential alternative partners to an initial business combination if we are unable to complete the Business Combination.

The Business Combination may be required to close if the requisite HPX shareholder approval is obtained, even if the HPX Board determines it is no longer in the best interest of the HPX shareholders.

In general, either HPX or Emergencia may refuse to complete the Business Combination if certain types of changes or conditions that constitute a failure of a representation to be true and correct exert a

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material adverse effect upon the other party between the signing date of the Business Combination Agreement and the planned closing. However, other types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on HPX or Emergencia, including the following events (except, in certain cases where the change has a disproportionate effect on a party):

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acts of war, sabotage, hostilities, civil unrest, protests, demonstrations, insurrections, riots, cyberattacks or terrorism, or any escalation or worsening of any such acts, or changes in global, national, regional, state or local political or social conditions;

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earthquakes, hurricanes, tornados, flooding, wild fires, epidemics, pandemics or other public health emergencies (including COVID-19 or any COVID-19 measures) or other natural or man-made disasters;

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changes attributable to the public announcement, performance or pendency of the Business Combination and the transactions related thereto (including the impact thereof on relationships with customers, licensors, licensees, suppliers, employees or other third parties related thereto), provided that these changes shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the public announcement, performance or pendency of the Business Combination and the transactions related thereto;

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changes or proposed changes in applicable Legal Requirements or enforcement or interpretations thereof or decisions by courts or any other governmental entity after the date of the Business Combination Agreement;

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changes in U.S. GAAP, IFRS or applicable accounting or auditing standards (or any interpretation thereof) after the date of the Business Combination Agreement;

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changes in general economic, regulatory or tax conditions, including changes in the credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates);

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events or conditions generally affecting the industries and markets in which the party operates;

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any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a material adverse effect;

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action or omission by the party to the extent such action or omission is expressly required or expressly permitted by the Business Combination Agreement;

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in the case of HPX, any change, event, effect or occurrence to the extent relating to any of the Group Companies or Ambipar;

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in the case of HPX, any redemption by HPX shareholders, in and of itself; or

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in the case of HPX, any breach of any covenants, agreements or obligations of a PIPE Investor under a Subscription Agreement (including any breach of a PIPE Investor’s obligations to fund its commitment thereunder when required) or of New PubCo or Ambipar under the terms of the Ambipar Subscription Agreement.

Furthermore, HPX or Emergencia may waive the occurrence of a failure of a representation to be true and correct that constitutes a material adverse effect affecting the other party. If a failure of a representation to be true and correct that constitutes a material adverse effect occurs and the parties still consummate the Business Combination, the market trading price of New PubCo Class A Ordinary Shares may suffer.

The announcement and pendency of the Business Combination could adversely affect Emergencia’s business, prospects, financial condition or operating results.

The announcement and pendency of the Business Combination could cause disruptions to and create uncertainty surrounding Emergencia’s business, including with respect to Emergencia’s relationships with existing and future customers, suppliers and employees, which could have an adverse effect on Emergencia’s business, prospects, financial condition or operating results, irrespective of whether the Business

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Combination is completed. The business relationships of Emergencia may be subject to disruption as customers, suppliers and other persons with whom Emergencia has a business relationship may delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships or consider entering into business relationships with other parties. The risk, and adverse effect, of any such disruptions could be exacerbated by a delay in the consummation of the Business Combination.

Litigation or legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination, and following the consummation of the Business Combination, subject Emergencia and New PubCo to significant liabilities and have a negative impact on Emergencia’s or New PubCo’s respective reputations or business, as applicable.

We may incur additional costs in connection with the defense or settlement of any shareholder litigation in connection with the proposed Business Combination. Litigation may adversely affect our ability to complete the proposed Business Combination. We could incur significant costs in connection with any such litigation lawsuits, including costs associated with the indemnification of obligations to our directors. Consequently, if a plaintiff were to secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting our ability to complete the proposed Business Combination, then such injunctive or other relief may prevent the proposed Business Combination from becoming effective within the expected time frame or at all.

Each of HPX, Emergencia and, following the consummation of the Business Combination, New PubCo, may become subject to claims, litigation, disputes and other legal proceedings from time to time. HPX, Emergencia and New PubCo, as the case may be, shall evaluate these claims, litigation, disputes and other legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, HPX, Emergencia and, following the consummation of the Business Combination, New PubCo may establish reserves, as appropriate. These assessments and estimates are based on the information available to each management team at the time of its respective assessment and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from the respective assessments and estimates.

HPX continues to have customary obligations with respect to the use of information, expense reimbursement and indemnification under the Engagement Letter, the IPO Underwriting Agreement and the Waiver Letter with Credit Suisse. For more information, see “Summary of the Proxy Statement/​Prospectus — Recent Developments — Resignation of Credit Suisse.”

If such losses and claims are brought following the consummation of the Business Combination, then New PubCo may be exposed to similar liabilities and negative impact. Even when not merited or whether or not HPX, Emergencia or New PubCo, as applicable, ultimately prevails, the defense of these lawsuits may divert management’s attention, and HPX, Emergencia or New PubCo, as applicable, may incur significant expenses in defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against any of HPX, Emergencia, and, following the consummation of the Business Combination, New PubCo, which could negatively impact their respective financial positions, cash flows or results of operations. An unfavorable outcome of any legal dispute following the consummation of the Business Combination could imply that New PubCo becomes liable for damages or may have to modify its business model. Further, any liability or negligence claim against New PubCo in U.S. courts may, if successful, result in damages being awarded that contain punitive elements and therefore may significantly exceed the loss or damage suffered by the successful claimant. Any claims or litigation, even if fully indemnified or insured, could damage the reputation of HPX, Emergencia or New PubCo, as applicable, and make it more difficult to compete effectively or to obtain adequate insurance in the future. A settlement or an unfavorable outcome in a legal dispute could have an adverse effect on New PubCo’s business, financial condition, results of operations, cash flows and/or prospects.

Furthermore, while HPX and Emergencia maintain and, following the consummation of the Business Combination, New PubCo will maintain, insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if HPX, Emergencia or New PubCo, as applicable, believe a claim is covered

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by insurance, insurers may dispute its entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of recovery.

HPX may waive one or more of the conditions to the Business Combination. The exercise of discretion by HPX’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests HPX shareholders.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require HPX to agree to amend the Business Combination Agreement, to consent to certain actions taken by Emergencia or New PubCo, or to waive rights that HPX is entitled to under the Business Combination Agreement. Waivers may arise because of changes in the course of Emergencia’s business, a request by Emergencia or New PubCo to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Emergencia’s business and would entitle HPX to terminate the Business Combination Agreement in accordance with its terms. In any of such circumstances, it would be at HPX’s discretion, acting through the HPX Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors and officers described in the following risk factors may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is best for HPX and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, HPX does not believe there will be any changes or waivers that HPX’s directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, HPX will circulate a new or amended proxy statement/prospectus and resolicit HPX shareholders if there are changes to the terms of the Business Combination that would have a material impact on HPX shareholders or that represent a fundamental change in the proposals being voted upon.

The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination.

When considering the HPX Board’s recommendation that HPX shareholders vote in favor of the approval of the Business Combination, HPX shareholders should be aware that the Sponsor and certain of HPX’s directors and officers have interests in the Business Combination that may conflict with the interests of other HPX shareholders generally.

Our Sponsor owns 6,245,000 Founder Shares as of the date of this proxy statement/prospectus. The Founder Shares will be worthless if we do not consummate our initial business combination prior to March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension). Our Sponsor has also purchased 7,060,000 HPX Private Placement Warrants for an aggregate purchase price of $7,060,000. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the HPX Private Placement Warrants, which will expire worthless if we do not consummate a business combination prior to March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension). In addition, our Sponsor has agreed to, pursuant to the Sponsor Letter Agreement and immediately prior to the consummation of the First Merger, the exchange and conversion of (i) 6,245,000 Founder Shares held by Sponsor for 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) and (ii) 7,060,000 HPX Private Placement Warrants held by Sponsor for 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement).

If we do not consummate the Business Combination, the Sponsor will realize a loss on the HPX Private Placement Warrants it purchased and the Founder Shares will expire worthless. Accordingly, the

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Sponsor may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to HPX shareholders, rather than to liquidate.

As a result, the personal and financial interests of certain of our officers and directors, directly or as members of the Sponsor, in consummating the Business Combination may have influenced their motivation in identifying and selecting Emergencia as the target for the Business Combination. Consequently, the discretion of our officers and directors, in identifying and selecting Emergencia may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in the best interest of our public shareholders. See the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” for more information.

The HPX Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to HPX shareholders that they approve the Business Combination. HPX shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

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the fact that certain of our directors and officers are principals of our Sponsor;

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the fact that 6,245,000 Founder Shares held by our Sponsor, for which it paid $25,000.00, and 7,060,000 HPX Private Placement Warrants held by our Sponsor will be subject to the Sponsor Recapitalization as a result of which the Sponsor will hold (i) 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), which will convert on a one-for-one basis into an equal number of New PubCo Class A Ordinary Shares upon the Closing, and (ii) 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder (pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens. Likewise, the 60,000 Founders Shares held by the Insiders will also be subject to the Sponsor Recapitalization as a result of which each Insider will hold 20,000 HPX Class A Ordinary Shares, which will convert on a one-for-one basis into 20,000 New PubCo Class A Ordinary Shares upon the Closing. In addition, Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting. Such shares and units will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New PubCo, or restricted stock units that are settled in New PubCo Class A Ordinary Shares, as the case may be, as described further in the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and will be worthless if an initial business combination is not consummated;

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the fact that if an initial business combination is not consummated by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $8,400,000 in the aggregate, which investment included $25,000 in value of HPX Class A Ordinary Shares (consisting solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing), valued at an assumed price of $10.00 per share, the value implied by the Business Combination (inclusive of the Sponsor’s initial capital contribution of $25,000), the 7,060,000 HPX Private Placement Warrants acquired for a purchase price of $7,060,000 in the aggregate, and $1,315,000 outstanding as of the date of this proxy statement/prospectus under two unsecured promissory notes;

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the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the 1,860,000 New PubCo Class A Ordinary Shares up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) that the Sponsor will receive upon conversion of the Founder Shares and considering the Sponsor Recapitalization in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New PubCo Class A Ordinary Shares trade below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

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the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if HPX fails to complete an initial business combination and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

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the fact that in connection with the Business Combination, we entered into the Subscription Agreements with the PIPE Investors, which provide for the purchase by the PIPE Investors of an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000 in a private placement, as well as for the issuance of an aggregate of 2,567,500 New PubCo Warrants and an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares to the PIPE Investors (with Opportunity Agro Fund being issued 2,280,000 New PubCo Warrants and 1,810,000 additional New PubCo Class A Ordinary Shares pursuant to the Opportunity Subscription Agreement), the closing of which will occur substantially concurrently with the Closing. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively;

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the fact that in connection with the Business Combination, we entered into the Ambipar Subscription Agreement with Ambipar, pursuant to which Ambipar committed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares (at $10.00 per share), payable by Ambipar either in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement;

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the fact that in connection with the Business Combination, we entered into the Downside Protection Agreements, pursuant to which the DPA Beneficiaries are provided with certain downside protection rights;

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the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) 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 the trust assets, net of the amount of taxes payable, 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 our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act;

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the fact that, as of June 24, 2022, on November 30, 2022 and on January 17, 2023, the Sponsor loaned to HPX an aggregate of $700,000, $205,000 and $410,000, respectively, for working capital

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purposes and $1,315,000 is outstanding as of the date of this proxy statement/prospectus. These loans are evidenced by two promissory notes which are non-interest bearing and payable upon the consummation by HPX of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants;

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the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited. As of the date of this proxy statement/prospectus, no such out-of-pocket expenses related to identifying, investigating and consummating a business combination and for which our directors would be awaiting reimbursement have been incurred;

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the fact that pursuant to the Investor Rights Agreement (as defined below), certain holders of registrable securities can demand registration of their registrable securities and will also have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing, whereas they do not have such rights today;

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the potential continuation of certain directors and other persons associated with HPX and Sponsor as directors and in other roles at New PubCo. In particular, Mr. Carlos Piani is nominated to the board of directors of New PubCo, Mr. Bernardo Hees is expected to be nominated to the advisory executive committee of New PubCo, Mr. Rafael Espírito Santo is nominated to be New PubCo’s chief financial officer, and Mr. Pedro Petersen is nominated to be New PubCo’s chief investor relations officer; and

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the continued indemnification of current directors and officers of HPX and the continuation of directors’ and officers’ liability insurance for a period of six years after the Business Combination.

These interests may influence the HPX Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should take these interests into account in deciding whether to approve the Business Combination. You should also read the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Certain Other Interests in the Business Combination.”

The Sponsor may elect to purchase shares or warrants from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Emergencia or their or our respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and/or other investors who vote, or indicate an intention to vote, against any of the Transaction Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Transaction Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of HPX Class A Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Emergencia or their or our respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that the required number of holders of HPX Ordinary Shares necessary to approve each proposal, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Transaction Proposals, (2) satisfaction of the Minimum Available Cash Condition, (3) otherwise limiting the number of public shares electing to redeem and (4) HPX’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Financing actually received prior to or substantially concurrently with the Closing) being at least $5,000,001. However, any public shares purchased by the Sponsor or any of its affiliates pursuant to such share purchases or other transactions will not be voted in favor of any of the Transaction Proposals.

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Entering into any such arrangements may have a depressive effect on HPX Class A Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved.

Credit Suisse was to be compensated in part on a deferred basis for already-rendered services in connection with HPX’s IPO in part for advisory services provided to HPX in connection with the Business Combination. However, Credit Suisse gratuitously and without any consideration from HPX or Emergencia waived such compensation and disclaimed any responsibility for this proxy statement / prospectus.

Credit Suisse, the underwriter and bookrunner in HPX’s IPO, resigned as a placement agent, ceased to act in any capacity, role or relationship in connection with the PIPE Financing and waived any entitlement to its deferred underwriting fee that accrued from its participation in HPX’s IPO in the amount of $8,855,000 and all right to fees under its Engagement Letter dated March 24, 2022 with HPX and Ambipar. On August 19, 2022, HPX, Ambipar and Credit Suisse executed a formal termination letter and HPX and Credit Suisse executed the Waiver Letter confirming its resignation effective as of July 5, 2022 and waiver of fees. Credit Suisse did not communicate to HPX the reasons leading to its resignation and waiver of its fees. There is no dispute among HPX and Credit Suisse with respect to Credit Suisse’s placement agency services or its resignation. See “Summary of the Proxy Statement/Prospectus — Recent Developments.”

The deferred underwriting fee was agreed between HPX and Credit Suisse in the IPO Underwriting Agreement and was earned in full upon completion of the IPO but the payment of deferred underwriting fee was conditioned upon closing of HPX’s business combination such that the waiver was given by Credit Suisse on a gratuitous basis without any consideration to Credit Suisse from HPX. Credit Suisse was not involved in the preparation or review of this proxy statement / prospectus or any of its underlying disclosure, and its Engagement Letter did not provide for any fees to be paid by HPX to Credit Suisse in connection with such services. Accordingly, Credit Suisse informed HPX that, since they were not mandated in any other capacity in connection with the proposed Business Combination beyond their unremunerated engagement, they were waiving their entitlement to the payment of any fees, including its deferred underwriting fee from its participation in HPX’s IPO.

Prior to its withdrawal, Credit Suisse performed the following services: (i) facilitated outreach to potential PIPE investors, (ii) provided assistance in connection with the preparation of documentation related to the PIPE Financing, including by organizing and processing publicly available market data with respect to sector-specific comparable companies, and (iii) generally participated in the PIPE Financing efforts. In each case, HPX’s management considered Credit Suisse’s input based on its expertise and experience as an investment bank with coverage in the industries and geographies in which HPX operates, but HPX’s management conducted its own independent analysis and made its own conclusions, and HPX’s management prepared the disclosure about HPX in this proxy statement/prospectus and is fully responsible for this disclosure and any other related work product, including the Projections.

Credit Suisse has not received any fees pursuant to the Engagement Letter or the IPO Underwriting Agreement, other than $5,060,000 in underwriting fees paid by HPX to Credit Suisse upon the consummation of HPX’s IPO. Some investors may find the Business Combination less attractive as a result of the resignation of Credit Suisse. This may make it more difficult for HPX to complete the Business Combination. For additional information, see “Summary of the Proxy Statement/Prospectus — Recent Developments.”

Credit Suisse did not prepare or provide any of the disclosure in the prospectus/proxy statement or any analysis underlying such disclosure or any other materials that have been provided to HPX’s shareholders or the PIPE Investors and has disclaimed any responsibility for the contents of this proxy statement/​prospectus. Credit Suisse did receive drafts of this prospectus/proxy statement prepared by HPX and Emergencia, but we have been advised by Credit Suisse that, given that Credit Suisse is no longer engaged in any capacity by HPX or Emergencia, they do not intend to review any disclosures in this proxy statement/​prospectus, other than disclosure pertaining to its role and resignation. At the request of the SEC, HPX asked

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Credit Suisse to provide a letter stating whether it agrees with the statements made in this proxy statement/​prospectus related to its resignation, but HPX has not received a response from Credit Suisse as of the date of this proxy statement/prospectus. Accordingly, Credit Suisse’s failure to respond should not be interpreted to mean that Credit Suisse agrees or disagrees with the current disclosure and no inference can be drawn to this effect. Shareholders should not put any reliance on the fact that Credit Suisse was previously involved with any aspect of the transactions described in this prospectus/proxy statement.

HPX is not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you have no assurance from an independent source that the price HPX is paying for the Business Combination is fair to HPX and the HPX shareholders from a financial point of view.

Since the Business Combination is not with an affiliated entity, HPX is not required to obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for similar companies to Emergencia or from any other independent third party that the price HPX is paying for the Business Combination is fair to HPX shareholders from a financial point of view, unless the HPX Board cannot independently determine the fair market value of the target business or businesses. Since no opinion has been obtained, the HPX shareholders are relying on the judgment of the HPX Board, who determined fair market value based on standards generally accepted by the financial community and may not have properly valued Emergencia’s business. The lack of an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for similar companies may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially adversely impact HPX’s ability to consummate the Business Combination.

We note that Credit Suisse, in its capacity as the underwriter in HPX’s IPO and a placement agent in the PIPE Financing, has resigned from its engagement in connection with the Business Combination. Prior to their resignation, Credit Suisse did not provide any valuation analysis of Emergencia or an opinion in connection with the Business Combination. Shareholders should not place any reliance on the fact that HPX’s advisor was previously involved with the transaction. Shareholders should be aware that the resignation of Credit Suisse indicates that Credit Suisse does not want to be associated with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of Credit Suisse prior to such resignation in the transactions contemplated by this proxy statement/prospectus. See “Summary of the Proxy Statement/Prospectus — Recent Developments.”

If HPX is unable to complete a business combination or receive shareholder approval for an extension by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), HPX will cease all operations except for the purpose of winding up and HPX will redeem the public shares and liquidate, in which case HPX’s public shareholders may only receive $10.06 per share, or less than such amount in certain circumstances, and the HPX Warrants will expire worthless.

HPX must complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension). HPX may not be able to consummate the Business Combination or any other business combination by such date. If HPX has not completed any initial business combination by such date, it 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights 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 HPX’s remaining shareholders and board of directors, liquidate and dissolve, subject in each case to HPX’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 liquidation distribution to HPX Warrants, which will expire worthless if HPX fails to complete the initial business combination before such periods as aforementioned.

Any redemption of HPX shareholders from the Trust Account shall be effected automatically by function of HPX’s Existing Governing Documents prior to any voluntary winding up. If HPX is required

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to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to the HPX shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension) before the redemption proceeds of the Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from the Trust Account. HPX has no obligation to return funds to investors prior to the date of redemption or liquidation unless HPX consummates the initial business combination prior thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon redemption or any liquidation will HPX shareholders be entitled to distributions if HPX is unable to complete the initial business combination.

The proximity of HPX’s investment period deadline adds additional pressure for HPX to close the Business Combination, which may impair HPX’s negotiating leverage.

Any potential target business with which HPX enters into negotiations concerning an initial business combination will be aware that, unless HPX amends its Existing Governing Documents to extend its life and amend certain other agreements it has entered into, then HPX must complete its initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension). Consequently, if HPX is unable to complete this Business Combination, a potential target business may obtain leverage over it in negotiating an initial business combination, knowing that if HPX does not complete its initial business combination with that particular target business, it may be unable to complete its initial business combination with any target business. This risk will increase as HPX gets even closer to the timeframe described above. In addition, HPX may have limited time to conduct due diligence and may enter into its initial business combination on terms that it would have rejected upon a more comprehensive investigation. Additionally, HPX may have insufficient working capital to continue efforts to pursue a business combination.

Because HPX and New PubCo are incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Both HPX and New PubCo are exempted companies incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon HPX’s and/or New PubCo’s directors or officers, or to enforce judgments obtained in the United States courts against HPX’s and/or New PubCo’s directors or officers.

The corporate affairs of both HPX and New PubCo are governed by the Existing Governing Documents and the Proposed Governing Documents, respectively, the Cayman Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. HPX is, and New PubCo will be, also subject to the federal securities laws of the United States. The rights of the HPX shareholders and New PubCo shareholders to take action against HPX’s and New PubCo’s directors, respectively, actions by minority HPX shareholders and New PubCo shareholders and the fiduciary responsibilities of HPX’s and New Pubco’s directors to HPX shareholders and New PubCo shareholders respectively, under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of the HPX shareholders and New PubCo shareholders and the fiduciary duties of HPX’s and New Pubco’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

HPX has been advised by Maples, HPX’s Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in

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original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, HPX shareholders and New PubCo shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

During the pendency of the Business Combination, we will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries relating to or the making, submission or announcement of, or enter into, a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

During the pendency of the Business Combination, we will not be able to enter into a business combination with another party because of restrictions in the Business Combination. Furthermore, certain provisions of the Business Combination will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement, in part because of the inability of our board of directors to change its recommendation in connection with the Business Combination other than in the circumstances described in the Business Combination Agreement. The Business Combination Agreement does not permit our board of directors to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the transaction proposals, unless our board of directors determines in good faith, and after consultation with its outside counsel, that the failure to make such a change in recommendation would breach its fiduciary duties under applicable law. In the event that our board changes it recommendation, we will continue to submit the Business Combination Agreement to our shareholders for approval and thus our board would not be allowed to terminate the Business Combination Agreement.

Certain covenants in the Business Combination Agreement impede our ability to make acquisitions or complete certain other transactions pending completion of the Business Combination. As a result, we may be at a disadvantage to competitors during that period. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

Emergencia and HPX have incurred and will incur significant, non-recurring transaction costs in connection with the Business Combination, private placement and related transactions, such as legal, accounting, consulting, and financial advisory fees, which may be paid out of the proceeds of the Business Combination and the private placement.

Emergencia and HPX have incurred and expect that they will incur significant, non-recurring costs in connection with consummating the Business Combination. Emergencia and HPX will also incur significant legal, financial advisor, accounting, banking and consulting fees, SEC filing fees, printing and mailing fees

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and other costs associated with the Business Combination. Emergencia and HPX estimate that they will incur approximately $18.0 million in aggregate transaction costs; however, the total actual costs may exceed this estimate. Some of these costs are payable regardless of whether the Business Combination is completed. Accordingly, HPX and Emergencia cannot provide assurance that the benefits of the Business Combination will offset the incremental transaction costs in the near term, if at all.

HPX is attempting to complete the Business Combination with a private company about which little information is available, which may result in an inadequate due diligence of Emergencia’s business and a Business Combination that is not as profitable as HPX suspects, if at all.

We are seeking to complete the Business Combination with a privately held company. Very little public information generally exists about private companies, including Emergencia. The HPX Board was required, and the HPX shareholders will be required to make decisions on whether to pursue the Business Combination on the basis of limited information and certain information relating to projections and forecasts, which are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them, which may result in the Business Combination being less profitable than HPX expected, if at all.

There are risks to HPX shareholders related to becoming shareholders of New PubCo through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter.

Section 11 of the Securities Act imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11, a defendant, including an underwriter, carries the burden of proof to demonstrate that such defendant, after reasonable investigation, believed that the statements in the registration statement were true and free of material omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosure. Such due diligence may include calls with the issuer’s management, review of material agreements, and background checks on key personnel, among other investigations. Because New PubCo intends to become publicly traded through a business combination with a special purpose acquisition company rather through an underwritten offering of New PubCo Ordinary Shares, no underwriter is involved in the Business Combination. As a result, no underwriter has conducted due diligence on New PubCo in order to establish a due diligence defense with respect to the disclosure presented in this proxy statement/prospectus. If such investigation had occurred, certain information in this proxy statement/prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter. See “— As a private investor in New PubCo, you will not have the same protections as an investor in an underwritten public offering of securities of New PubCo.”

In evaluating Emergencia for the Business Combination, the management of HPX is relying on the availability of all of the funds from the commitments of the Non-Redeeming Shareholders and the sale of the securities to the PIPE Investors and the Ambipar PIPE Financing in connection with the Business Combination. If the sale of some or all of the securities to PIPE Investors or the Ambipar PIPE Financing fails to close or the Non-Redeeming Shareholders fail to honor their commitments, we may lack sufficient funds to consummate the Business Combination.

In connection with the entry into the Business Combination, HPX entered into (i) the Non-Redemption Agreements, pursuant to which the Non-Redeeming Shareholders, owning, in the aggregate, 600,000 of the outstanding HPX Class A Ordinary Shares, have agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such shareholder holds of record or beneficially, (ii) the Subscription Agreements pursuant to which the PIPE Investors collectively agreed to make cash investments in an aggregate of $111,500,000, in a private placement to close immediately prior to the Business Combination, (iii) the Ambipar Subscription Agreement, pursuant to which Ambipar agreed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares for a purchase price of $10.00 per share, or $50,500,000 in the aggregate to be paid in cash or in kind, and (iv) the Cygnus Subscription Agreement and the Cygnus Non-Redemption Agreement, according to which Cygnus Fund Icon was granted the Cygnus Option. For more

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information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” The funds from the PIPE Financing, the Ambipar PIPE Financing and the Non-Redeeming Shareholders may be used as part of the expenses in connection with the Business Combination or for working capital in New PubCo post-closing. The obligations under the Non-Redemption Agreements, the Subscription Agreements, the Ambipar Subscription Agreement,the Cygnus Subscription Agreement and the Cygnus Non-Redemption Agreement do not depend on whether any other HPX shareholders elect to redeem their shares and provide us with a minimum funding level for the Business Combination. However, if the sales of the shares to the PIPE Investors or to Ambipar (or, if applicable, to Cygnus Fund Icon) do not close for any reason, including by reason of the failure by some or all of the PIPE Investors or Ambipar, as applicable (or, if applicable, Cygnus Fund Icon), to fund the subscription price for their respective subscription shares, for example, or if the Non-Redeeming Shareholders do not honor their commitments under the Non-Redemption Agreement and the Cygnus Non-Redemption Agreement, as applicable, for any reason, we may lack sufficient funds to consummate the Business Combination. The PIPE Investors’ and Ambipar’s obligations to purchase the subscription shares are subject to fulfillment of customary closing conditions. The PIPE Investors’ and Ambipar’s obligations to purchase the shares pursuant to the Subscription Agreements and the Ambipar Subscription Agreement, respectively, and, if applicable, the obligations under the Cygnus Subscription Agreement are subject to termination prior to the closing of the sale of such subscription shares automatically upon termination of the Business Combination Agreement. In the event of any such failure to fund and/or honor their commitments by a Non-Redeeming Shareholder, a PIPE Investor or Ambipar, any obligation is so terminated or any such condition is not satisfied and not waived by such Non-Redeeming Shareholder, PIPE Investor or Ambipar, as the case may be, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall may also reduce the amount of funds that we have available for working capital of New PubCo post-Business Combination.

You should not rely on any commitments of the PIPE Investors as validation of your investment decision because PIPE Investors will effectively pay less than $10.00 per New PubCo Class A Ordinary Share.

The PIPE Investors agreed to subscribe for and purchase, and New PubCo agreed to issue and sell to the PIPE Investors, an aggregate of 11,150,000 New PubCo Class A Ordinary Shares, for aggregate gross proceeds of $111,500,000. In consideration of the agreements of such PIPE Investors set forth in the Subscription Agreements, New PubCo has agreed to issue to the PIPE Investors, at or promptly following the Closing, (i) an aggregate of 2,567,500 New PubCo Warrants and (ii) an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares. The PIPE Investors are also entitled to downside protection pursuant to the Downside Protection Agreements described in this proxy statement/prospectus. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively. These additional New PubCo Class A Ordinary Shares and New PubCo Warrants incentivized the PIPE Investors to enter into the Subscription Agreements in connection with the PIPE Financing and effectively reduced the amount of the aggregate investment per New PubCo Class A Ordinary Share of the PIPE Investors which will be paid in connection with the Business Combination. For this reason, you should not rely on the commitments of the PIPE Investors as validation or support of your own investment decision because the PIPE Investors will effectively pay a lower price per New PubCo Class A Ordinary Share than $10.00 per share.

The investors of HPX will experience immediate dilution due to the issuance of securities to Ambipar as consideration for the Business Combination. Having a minority share position likely reduces the influence that HPX’s investors have on the management of the Company.

Based on Emergencia’s current capitalization, we anticipate New PubCo issuing (or reserving for issuance) an aggregate of 34,541,990 New PubCo Class B Ordinary Shares, subject to adjustment, to Ambipar as consideration for the Business Combination. It is anticipated that, upon completion of the Business Combination, assuming no additional redemptions other than the redemptions of public shares in connection with the Initial Extension and the Second Extension: (1) HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)) will own approximately 3.9% of

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the outstanding New PubCo Ordinary Shares; (2) the PIPE Investors will own approximately 22.9% of the outstanding New PubCo Ordinary Shares; (3) the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) will own approximately 3.4% of the outstanding New PubCo Ordinary Shares; and (4) Ambipar will own approximately 69.8% of the outstanding New PubCo Ordinary Shares. These ownership percentages assume that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors.” These ownership percentages do not take into account New PubCo Warrants to purchase New PubCo Class A Ordinary Shares that will remain outstanding immediately following the Business Combination or the Earn-Out Shares to be issued to Ambipar upon the achievement of certain price targets described in the Business Combination Agreement but they take into account the New PubCo Class B Ordinary Shares issued to Ambipar in connection with the Ambipar PIPE Financing. Upon completion of the Business Combination, Ambipar will hold all of the outstanding New PubCo Class B Ordinary Shares, which will give Ambipar control of the voting power of all outstanding New PubCo Class B Ordinary Shares and approximately 95.8% of New PubCo’s voting power in the minimum redemption scenario (i.e., assuming that none of HPX’s public shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their public shares, but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension).

If any of the HPX Ordinary Shares are redeemed in connection with the Business Combination, the percentage of outstanding New PubCo Ordinary Shares held by HPX shareholders will decrease and the percentages of outstanding New PubCo Ordinary Shares held immediately following the Closing of the Business Combination by each of the Sponsor and Ambipar will increase. To the extent that any of the outstanding New PubCo Warrants are exercised for New PubCo Class A Ordinary Shares, the existing HPX shareholders may experience further dilution.

Changes to the proposed structure of the Business Combination may be required as a result of applicable laws or regulations. Furthermore, changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to complete our initial business combination and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. Completion of the Business Combination is conditioned upon the receipt of certain legal and regulatory approvals, and neither we nor Emergencia can provide assurance that these approvals will be obtained. If any conditions or changes to the proposed structure of the Business Combination are required to obtain these legal and regulatory approvals, they may have the effect of jeopardizing or delaying completion of the Business Combination or reducing the anticipated benefits of the Business Combination. If we or Emergencia agree to any material conditions in order to obtain any approvals required to complete the Business Combination, the business and results of operations of the combined company may be adversely affected.

Furthermore, following the conclusion of the Business Combination, we will be required to comply with certain SEC and other Legal Requirements as a public company. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete our initial business combination and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosure in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to complete our initial business combination and may increase the costs and time related thereto.

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HPX may be deemed a “foreign person” under the regulations relating to CFIUS, which may impose conditions on or limit certain investors’ ability to purchase securities of New PubCo or otherwise participate in the Business Combination, potentially making the securities less attractive to investors. New PubCo’s existing and future investments in U.S. companies may also be subject to U.S. foreign investment regulations.

CFIUS has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings and to self-initiate national security reviews of certain foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to U.S. national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’s jurisdiction further includes investments that do not result in control of a U.S. business by a foreign person but afford a foreign investor certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

The Sponsor owns 6,245,000 HPX Class B Ordinary Shares as of the date of this proxy statement/​prospectus, and is indirectly owned by Piani 2020 3 Year GRAT, a limited liability company formed in Switzerland and controlled by Mr. Carlos Piani, BHJH Master Trust LLC, a limited liability company formed in Delaware and controlled by Mr. Bernardo Hees, and Olivace Fund, a company limited by shares formed in the Cayman Islands and controlled by Mr. Rodrigo Xavier. Each of Messrs. Hees, Piani and Xavier indirectly exercises the sole investment and voting power over his one-third interest in the shares held of record by the Sponsor. Therefore, Messrs. Hees, Piani and Xavier may be deemed to have sole investment and voting power over 2,081,667 HPX Class B Ordinary Shares, 2,081,666 HPX Class B Ordinary Shares and 2,081,667 HPX Class B Ordinary Shares, respectively (not considering the effects of the Sponsor Recapitalization), and each disclaims beneficial ownership of any other HPX Ordinary Shares held of record by the Sponsor. Mr. Hees and Mr. Piani are citizens of the United States. Mr. Rodrigo Xavier is a citizen of Brazil and a director of HPX. As a result of the above detailed ownership of the Sponsor, and its substantial ties to non-U.S. persons, the Sponsor may be deemed a “foreign person” under CFIUS regulations. In addition, certain other entities involved in the transaction, including New PubCo, Emergencia, Merger Sub, Ambipar, the PIPE Investors and certain existing shareholders of HPX, are, or may be deemed to be, “foreign persons” under CFIUS rules and regulations. As such, the Business Combination may be subject to CFIUS jurisdiction. Although we do not believe that the Business Combination or the other proposed transactions would be a threat to U.S. national security, or that a mandatory filing with CFIUS is required, if CFIUS takes a different view, we may be asked to submit a notice to CFIUS and CFIUS could decide to block or delay the Business Combination and the other proposed transactions, impose conditions with respect to the Business Combination and the other proposed transactions or request the President of the United States to order HPX and Ambipar to divest all or a portion of any U.S. business of New PubCo. The time required for CFIUS to conduct its review and any remedy imposed by CFIUS could prevent HPX and Emergencia from completing the Business Combination.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because HPX has only a limited time to complete its initial business combination, its failure to obtain any required CFIUS or other approvals within the requisite time period may require HPX to liquidate. If HPX is unable to consummate the Business Combination by March 31, 2023 (or such later date as may be agreed by the HPX shareholders in connection with an Additional Extension), including as a result of extended regulatory review of a potential initial business combination, HPX will, as promptly as reasonably possible but not more than ten business days thereafter, (i) redeem the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to HPX to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses) by (B) the number of then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (ii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining HPX shareholders and the HPX’s board of

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directors, liquidate and dissolve, subject in each case to HPX’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the HPX shareholders will miss the opportunity to benefit from an investment in Emergencia and the appreciation in value of such investment. Additionally, the HPX Warrants will be worthless.

In addition, CFIUS could choose to review past or proposed transactions involving new or existing foreign investors in New PubCo, Emergencia, HPX or the Sponsor, if a filing with CFIUS was or is not made at the time of the relevant transaction. Any review of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and practices are rapidly evolving, and in the event that CFIUS reviews one or more proposed or existing investment by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to such investors. CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing New PubCo’s securities, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things).

Any restrictions on the ability of foreign persons to invest in New PubCo or of New PubCo’s ability to invest in U.S. businesses could limit New PubCo’s ability to engage in strategic transactions that could benefit New PubCo’s shareholders, including a change of control of New PubCo and strategic acquisitions and investments of New PubCo, and could also affect the price that an investor may be willing to pay for New PubCo’s securities after the Business Combination.

HPX and Emergencia will be subject to business uncertainties and contractual restrictions while the Business Combination is pending, and such uncertainty could have a material adverse effect on HPX’s and Emergencia’s business, financial condition, and results of operations.

Uncertainty about the closing or effect of the Business Combination may affect the relationship between HPX and Emergencia and their respective suppliers, customers, bondholders, distributors, landlords, licensors and licensees and other business partners during the pendency of the Business Combination. These uncertainties may cause parties that deal with HPX or Emergencia to seek to change existing business relationships with them and to delay or defer decisions concerning HPX or Emergencia. The pursuit of such changes may result in HPX or Emergencia suffering a loss of potential future revenue or incurring liabilities and losing rights that are material to its business. Changes to existing business relationships, including termination or modification, could negatively affect each of HPX’s and Emergencia’s revenue, earnings and cash flow, and consequently New PubCo’s revenue, earnings and cash flow as well as the market price of the New PubCo Securities following the Business Combination.

Additionally, the attention of HPX’s and Emergencia’s management may be directed towards the completion of the Business Combination, including obtaining regulatory approvals and other transaction-related considerations, and may be diverted from the day-to-day business operations of HPX and Emergencia, as applicable, and matters related to the Business Combination may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to HPX and Emergencia, as applicable. Further, the Business Combination may give rise to potential liabilities, including as a result of future stockholder lawsuits relating to the Business Combination. Any of these matters could adversely affect the businesses, financial condition or results of operations of HPX and Emergencia.

Any such disruptions could limit New PubCo’s ability to achieve the anticipated benefits of the Business Combination. The adverse effect of such disruptions could also be exacerbated by a delay in the closing of the Business Combination or the termination of the Business Combination Agreement.

The ability of HPX, Emergencia and the other parties to the Business Combination Agreement to consummate the Business Combination may be adversely affected by the COVID-19 pandemic and the status of equity and debt markets.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global

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economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

HPX and Emergencia may be unable to complete the Mergers if concerns relating to COVID-19 continue to restrict the movement of people and cause further shutdowns or closures of businesses and other limitations. The extent to which COVID-19 impacts HPX’s and Emergencia’s ability to consummate the Mergers will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, HPX’s and Emergencia’s ability to consummate the Business Combination may be materially and adversely affected.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of September 30, 2022, we had $218,475 in cash in our operating bank accounts and working capital deficit of $1,089,624 (which includes a liability for the $700,000 borrowing as described elsewhere in this proxy statement/prospectus). Further, we have incurred, and expect to continue to incur, significant costs in pursuit of our acquisition plans. If we are unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), then the we will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the our ability to continue as a going concern. We intend to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension, however, it is uncertain whether we will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension).

Past performance by entities affiliated with HPX or its Sponsor, including HPX management team, may not be indicative of the future performance of HPX’s Business Combination with Emergencia.

Information regarding performance by, or businesses associated with, the Sponsor, the HPX management team and their affiliates is presented for informational purposes only. Past performance by the Sponsor, HPX and their management team, including their affiliates’ past performance, is not a guarantee of success with respect to the Business Combination. Additionally, in the course of their respective careers, members of the Sponsor and HPX management teams may have been involved in businesses and deals that were unsuccessful. You should not rely on the historical record of the Sponsor or HPX management team or their affiliates as indicative of the future performance of an investment in New PubCo or the returns that New PubCo will, or is likely to, generate going forward.

We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals. We believe that our success depends on the continued service of our officers and directors, at least until we have completed the Business Combination or another initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including completion of the Business Combination or identifying an alternative business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (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

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liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.00 per share.

Risks Relating to New PubCo

The market price and trading volume of New PubCo Securities following the consummation of the Business Combination may be volatile and could decline significantly following the Business Combination, particularly if New PubCo’s performance following the Business Combination or the valuation of the New PubCo Ordinary Shares in the Business Combination do not meet market expectations.

If New PubCo’s performance following the Business Combination does not meet market expectations, the price of New PubCo Ordinary Shares may decline from the price of our ordinary shares prior to the Closing of the Business Combination. The market value of the HPX Ordinary Shares at the time of the Business Combination may vary significantly from the price on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the Business Combination. Because the number of ordinary shares of New PubCo issued as consideration to Ambipar in the Business Combination will not be adjusted to reflect any changes in the market price of the HPX Ordinary Shares, the value of New PubCo’s ordinary shares issued in the Business Combination may be higher or lower than the value of the same number of shares of the HPX Ordinary Shares on earlier dates.

Following the Business Combination, fluctuations in the price of New PubCo Securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for New PubCo Securities. Accordingly, the valuation ascribed to New PubCo may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New PubCo Securities develops and continues, the trading price of New PubCo Securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond New PubCo’s control. Any of the factors listed below could have a material adverse effect on your investment in New PubCo Securities, and New PubCo Securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New PubCo Securities may not recover and may experience a further decline.

Factors affecting the trading price of New PubCo Securities may include:

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actual or anticipated fluctuations in New Pubco’s consolidated quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

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changes in the industries in which New PubCo and its customers operate;

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material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy;

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developments involving New PubCo’s competitors;

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variations in New PubCo’s operating performance and the performance of New PubCo’s competitors in general;

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changes in the market’s expectations about New PubCo’s operating results;

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New PubCo’s operating results failing to meet market expectations in a particular period;

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operating and stock price performance of other companies that investors deem comparable to New PubCo;

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publication of research reports by securities analysts about New PubCo or its competitors or its industry;

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the public’s reaction to New PubCo’s press releases, its other public announcements and its filings with the SEC;

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actions by shareholders, including the sale by investors in the PIPE Financing of any of their New PubCo Ordinary Shares or sales of substantial amounts of New PubCo Ordinary Shares by its directors, executive officers or significant shareholders or the perception that such sales could occur;

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our ability to integrate and retain key personnel, identify and recruit additional key individuals, and manage additions and departures of key personnel;

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commencement of, or involvement in, litigation involving New PubCo;

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our ability to enhance New PubCo’s acquisition strategies;

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changes in laws and regulations affecting New PubCo’s business;

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our ability to meet compliance requirements;

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changes in New PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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the volume of New PubCo Class A Ordinary Shares available for public sale;

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any significant change in the New PubCo board of directors or management following the Business Combination; and

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general economic and political conditions such as recessions or fear of recessions, interest rates, unemployment levels, conditions in the housing market, immigration policies, government shutdowns, trade wars, fuel prices, international currency fluctuations, delays in tax refunds, as well as events such as natural disasters, acts of war (including the recent conflict in Ukraine), terrorism, catastrophes and pandemics.

Broad market and industry factors may materially harm the market price of New PubCo Securities irrespective of its operating performance. The stock market in general, and the NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New PubCo Securities, may not be predictable. A loss of investor confidence in the market for emergency response or the stocks of other companies which investors perceive to be similar to New PubCo could depress the trading price of New PubCo Securities and New PubCo’s business, prospects, financial conditions or results of operations. A decline in the market price of New PubCo Securities also could adversely affect its ability to issue additional securities and to obtain additional financing in the future.

Following the consummation of the Business Combination, New PubCo Warrants will become exercisable for New PubCo Class A Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.

New Pubco Warrants to purchase up to 16,180,000 New PubCo Class A Ordinary Shares will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. Assuming the Business Combination closes, the New PubCo Warrants will become exercisable 30 days after the completion of the Business Combination. The exercise price of the New PubCo Warrants will be $11.50 per share. To the extent such New PubCo Warrants are exercised, additional New PubCo Class A Ordinary Shares will be issued, which will result in dilution to the existing holders of New PubCo Class A Ordinary Shares and increase the number of New PubCo shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such New PubCo Warrants may be exercised could adversely affect the market price of New PubCo Class A Ordinary Shares. However, there is no guarantee that the New PubCo Warrants will ever be in the money prior to their expiration, and as such, the New PubCo Warrants may expire worthless.

As a private investor in New PubCo, you will not have the same protections as an investor in an underwritten public offering of securities of New PubCo.

New PubCo will become a publicly-listed company upon the completion of the Business Combination. The Business Combination and the transactions described in this proxy statement/prospectus are not an

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underwritten initial public offering of New PubCo’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following.

Like other business combinations and spin-offs, in connection with the Business Combination, you will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct due diligence of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. In contrast, HPX and Emergencia have each engaged financial advisors (rather than underwriters) in connection with the Business Combination. While such financial advisors or their respective affiliates may act as underwriters in underwritten public offerings, the role of a financial advisor differs from that of an underwriter. For example, financial advisors do not act as intermediaries in the sale of securities and, therefore, do not face the same potential liability under the U.S. securities laws as underwriters. As a result, financial advisors typically do not undertake the same level of, or any, due diligence of the issuer as is typically undertaken by underwriters.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. The process of establishing the value of a company in a SPAC business combination may be less effective than the bookbuilding process in an underwritten public offering and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters, which helps inform efficient and sufficient price discovery with respect to the initial post-closing trades. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, PIPE investors who agree to purchase shares at the time of the business combination. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the New PubCo Class A Ordinary Shares on the NYSE will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of the New PubCo Class A Ordinary Shares or helping to stabilize, maintain or affect the public price of the New PubCo Class A Ordinary Shares following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the New PubCo Class A Ordinary Shares that will be outstanding immediately following the Closing. All of these differences from an underwritten public offering of New PubCo Securities could result in a more volatile price for the New PubCo Class A Ordinary Shares.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of the New PubCo Class A Ordinary Shares on the NYSE. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the New PubCo Ordinary Shares Class A or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for New PubCo Ordinary Shares.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if New PubCo became a publicly-listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

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Following the consummation of the Business Combination, New PubCo may invest or spend the proceeds of the Business Combination and private placement in ways with which the investors may not agree or in ways which may not yield a return.

Our management will have considerable discretion in the application of the net proceeds of the Business Combination and the private placement, and New Pubco shareholders will not have the opportunity to approve how the proceeds are being used. If the net proceeds are used for corporate purposes that do not result in an increase to the value of New Pubco’s business, the trading price of the New PubCo Securities could decline.

Following the Business Combination, we will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company in the United States.

As a public company in the United States that qualifies as a foreign private issuer, we will become subject to certain of the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act and other requirements by NYSE. The Exchange Act requires the filing of annual reports on Form 20-F and current reports on Form 6-K with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting.

As a result of these rules and regulations, we will incur substantial legal, accounting and financial compliance costs that we did not previously incur and some activities will become more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

In addition to the above, we expect that compliance with these requirements will increase our legal and financial compliance costs. Our management team and many of our other employees and independent contractors will need to devote substantial time to compliance and may not effectively or efficiently manage its transition into a public company.

We have made, and will continue to make, changes to our financial management control systems and other areas to manage our obligations as a public company in the United States, including corporate governance, corporate controls, disclosure controls and procedures and financial reporting and accounting systems. Implementation of such changes is costly, time-consuming and, even if implemented, may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis. Any delay could impact our ability or prevent us from timely reporting our operating results or timely filing reports with the SEC. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. We may need to significantly expand our employee and independent contractor base in order to support our operations as a public company, increasing our operating costs.

Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could negatively affect the trading price of our securities.

We are and will continue to be an “emerging growth company” and are subject to reduced SEC reporting requirements applicable to emerging growth companies.

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we will be eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden

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parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of New PubCo’s securities that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of HPX Ordinary Shares in the IPO. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as it is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, New PubCo may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find New PubCo Ordinary Shares less attractive because New PubCo will rely on these exemptions, which may result in a less active trading market for New PubCo Ordinary Shares and its price may be more volatile.

We may not be able to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to us after the Business Combination is consummated.

As a listed company on NYSE, New PubCo will be subject to Section 404 of the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires, among other things that, as a listed company, New PubCo’s principal executive officer and principal financial officer certify the effectiveness of its disclosure controls and procedures and its internal controls over financial reporting. New PubCo continues to develop and refine its disclosure controls and procedures and its internal control over financial reporting. However, New PubCo has not yet assessed its internal control over financial reporting for the purposes of complying with item 404 of the Sarbanes-Oxley Act and will only be required to do so in connection with its second annual report on Form 20-F following consummation of the Business Combination. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Emergencia as a privately-held company.

Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If New PubCo is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of New PubCo Ordinary Shares. Failure to timely implement or maintain effective internal control over financial reporting could also restrict our future access to the capital markets and subject each of us, our directors and our officers to both significant monetary and criminal liability.

New PubCo is expected to be a “controlled company” within the meaning of the rules of the NYSE. As a result, New PubCo will qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies.

After completion of this offering, Ambipar will control a majority of the voting power of New PubCo Ordinary Shares. As a result, New PubCo will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

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the requirement that a majority of its board of directors consist of independent directors;

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the requirement that the nominating and corporate governance committee is composed entirely of independent directors; and

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the requirement that the compensation committee is composed entirely of independent directors.

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Currently, New PubCo does not plan to utilize the exemptions available for controlled companies, but will rely on the exemption available for foreign private issuers to follow its home country governance practices instead. If New PubCo ceases to be a foreign private issuer or if it cannot rely on the home country governance practice exemption for any reason, New PubCo may decide to invoke the exemptions available for a controlled company as long as it remains a controlled company. As a result, you will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.

For more information, see “New Pubco Management Following the Business Combination — Foreign Private Issuer Exemptions.”

New PubCo’s controlling shareholder may take actions which are not necessarily in New Pubco’s interest or in the interest of other New Pubco shareholders.

New PubCo Class A Ordinary Shares, which are the shares that are being listed, have one vote per share, and New PubCo Class B Ordinary Shares have 10 votes per share. At the Closing, Ambipar is expected to receive all of the New PubCo Class B Ordinary Shares that will be issued and outstanding. By virtue of their holdings of New PubCo Class B Ordinary Shares, Ambipar is expected to hold approximately 95.8% of New PubCo’s voting power immediately following the Closing in the minimum redemption scenario (i.e., assuming that none of HPX’s public shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their public shares, but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension). See the section titled “Description of New PubCo Share Capital” for further discussion of the terms of the Proposed Governing Documents that will be in effect immediately prior to the Closing. Accordingly, except with respect to the limited matters as to which Cayman Islands corporate law requires approval by a majority of votes cast by shareholders other than the controlling shareholder, Ambipar will control all matters submitted to the New PubCo shareholders for the foreseeable future, including the election of directors, certain amendments of New PubCo’s organizational documents, compensation matters, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.

Ambipar may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control is likely to have the effect of limiting the likelihood of an unsolicited merger proposal, unsolicited tender offer, or proxy contest for the removal of directors. As a result, our governance structure and the adoption of the Proposed Governing Documents may have the effect of depriving New PubCo shareholders of an opportunity to sell their shares at a premium over prevailing market prices and make it more difficult to replace New PubCo’s directors and management.

Additionally, being a controlled company, relevant risks materializing at the ultimate parent level could have a negative impact on the trading price of New PubCo Securities and its financial condition, credit ratings or reputation.

As a foreign private issuer, New PubCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of New PubCo’s securities.

We are, and will after the consummation of the Business Combination be, considered a “foreign private issuer” under the Exchange Act and are therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, we have four months after the end of each fiscal year to file our annual report with the SEC, are not required to file certain periodic reports at all, and are not required to file other periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. issuers with securities registered under the Exchange Act. We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our securities. Accordingly,

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after the Business Combination, if you continue to hold our securities, you may receive less or different information about us than you currently receive with regard to HPX or that you would receive about a U.S. issuer.

In addition, as a “foreign private issuer,” we are permitted to follow certain home-country corporate governance practices in lieu of certain NYSE requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each NYSE requirement with which it does not comply followed by a description of its applicable home country practice. We currently intend to follow some, but not all of the corporate governance requirements of NYSE. With respect to the corporate governance requirements that we do follow, we cannot make any assurances that we will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available NYSE exemptions that would allow New PubCo to follow its home country practice. Unlike the requirements of NYSE, New PubCo is not required to, under the corporate governance practice and requirements in the Cayman Islands, have its board consisting of a majority of independent directors, nor is New PubCo required to have a compensation committee or a nomination or corporate governance committee consisting entirely of independent directors, or have regularly executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of New PubCo Ordinary Shares. For additional information regarding the home country practices New PubCo intends to follow in lieu of NYSE requirements, see “New PubCo Management Following the Business Combination — Foreign Private Issuer Exemptions.”

In the future, we may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting and other expenses.

We could lose our status as a “foreign private issuer” under applicable securities laws and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. Holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States, or if we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Following the consummation of the Business Combination, the determination of foreign private issuer status will be made annually on the last business day of our second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on June 30, 2023.

If we lose our status as a “foreign private issuer” in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file with the SEC periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States and modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion and modifications would involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers, which could also increase our costs. Further, our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements, including significant additional legal, accounting and other expenses, and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

We do not expect to pay dividends for the foreseeable future after the Business Combination.

Following the Business Combination, we currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay dividends to shareholders in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in the Cayman Islands Companies Act and in future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant. As a result, you may not receive any return on an investment in New PubCo Class A Ordinary Shares unless you sell New PubCo Class A Ordinary Shares for a price greater than that which you paid for them. See “Price Range of Securities and Dividends.”

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The only principal asset of New PubCo following the Business Combination will be its interest in Emergencia and accordingly, New PubCo will depend on distributions from Emergencia to pay its debts and other obligations.

Upon consummation of the Business Combination, New PubCo will be a holding company and will have no material assets other than its interests in Emergencia. New PubCo is not expected to have independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses, as well as dividends in the future, if any, will be dependent upon the financial results and cash flows of Emergencia. There can be no assurance that Emergencia will generate sufficient cash flow to distribute funds to New PubCo, or that applicable law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit such distributions. In addition, according to the Deeds of Debentures, Emergencia must maintain a minimum net debt to EBITDA ratio and shall not pay dividends or interest on equity or make other distributions to its shareholders if an event of acceleration or an event of default has occurred and has not been cured within the applicable grace period set forth in the Deeds of Debentures. Emergencia may enter into additional financing or other agreements in the future that may restrict the distribution of dividends or other payments to shareholders. If Emergencia does not distribute sufficient funds to New PubCo to pay its taxes or other liabilities, New PubCo may default on contractual obligations or have to borrow additional funds. In the event that New PubCo is required to borrow additional funds, it could adversely affect New PubCo’s liquidity and subject it to additional restrictions imposed by lenders.

Anti-takeover provisions in New PubCo’s governing documents might discourage, delay or prevent a change in control of New PubCo or changes in its management and, therefore, depress the trading price of New PubCo Securities.

New PubCo’s Proposed Governing Documents contain provisions that may make the acquisition of New PubCo more difficult, including the following:

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Notice Requirements for Shareholder Proposals.   Cayman Islands law and New PubCo’s Articles provide that one or more shareholders together holding at least one-third of the votes entitled to be cast at general meetings of New PubCo may request the convening of an extraordinary general meeting of New PubCo or the addition of one or more items to the agenda of any general meeting. The request must be deposited at the registered office and must be signed by the relevant requisitionists. New PubCo’s Proposed Governing Documents also specify certain requirements regarding the form and content of a shareholder’s requisition, including stating the purposes of the requested meeting. These requirements may make it difficult for New PubCo shareholders to bring matters before a general meeting.

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Special Resolutions.   New PubCo’s Proposed Governing Documents require special resolutions adopted at an extraordinary general meeting for any of the following matters, among other things: (a) a decrease of the share capital and of any capital redemption reserves, (b) an amendment to the Proposed Governing Documents or change of its name, (c) changing its registration to a different jurisdiction, (d) merge or consolidate with one or more constituent companies, upon such terms as the directors may determine, (e) change the number of directors of the board of directors and (f) in a winding up, direct the liquidator to divide amongst the shareholders the assets of New PubCo, value the assets for that purpose and determine how the division will be carried out between the shareholders or different classes of shareholders. Pursuant to New PubCo’s Proposed Governing Documents any special resolution may be adopted at a general meeting at which a quorum is present (except as otherwise provided by mandatory law) by the affirmative votes of at least two-thirds (2∕3) of the votes validly cast on such resolution by shareholders entitled to vote.

These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control of New PubCo or changes in its management, even if such transaction would benefit its shareholders, and therefore, adversely affect the trading price of New PubCo Securities.

The trading market for our securities will be influenced by the research and reports that analysts may publish about us, our business, our market and our competitors, or by the lack of any such research and reports. If the Business Combination’s benefits do not meet the expectations of these analysts, the market price of our securities may decline.

The trading market for New PubCo Class A Ordinary Shares will depend in part on the research and reports that analysts publish about our business. We do not have any control over these analysts. If the

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perceived benefits of the Business Combination do not meet the expectations of these analysts, the market price of HPX’s securities prior to the Closing may decline. Moreover, if one or more of the analysts who cover us downgrade New PubCo Class A Ordinary Shares or publish inaccurate or unfavorable research about our business, the price of New PubCo Class A Ordinary Shares may decline. If few analysts cover us, demand for New PubCo Class A Ordinary Shares could decrease, and New PubCo Class A Ordinary Shares and trading volume may decline. Similar results may occur if one or more of these analysts stop covering us in the future or fail to publish reports on us regularly.

The share price of $10.00 per share used in the Business Combination is based on a convention for transactions involving special purpose acquisition companies and not on any intrinsic value. The pre-Closing market price of HPX shares is backstopped by the funds in the Trust Account and should therefore not be taken as reflecting the market’s view of the per share value of the post-Closing company. Following the Closing, when that backstop disappears, the New PubCo Class A Ordinary Shares may trade materially lower than $10.00 per share.

In certain places in this proxy statement/prospectus, there are references to a New PubCo Class A Ordinary Shares price of $10.00 per share. That price was used by HPX and Emergencia for various purposes in connection with the Business Combination, but it was based on a convention for transactions involving special purpose acquisition companies and not on any intrinsic value.

The pre-Closing market price of HPX shares is backstopped by the funds in the Trust Account, which prevent that price from falling materially below $10.00 per share. It should therefore not be taken as reflecting the market’s view of the per share value of the post-Closing company, or in any way a prediction or any sort of assurance as to the market price of the New PubCo Class A Ordinary Shares. HPX can give no assurance that the market price of New PubCo Class A Ordinary Shares will trade at or above the $10.00 price referenced and indeed the trading price may be materially lower than $10.00 per share.

We expect fluctuations in our results of operations, making it difficult to project future results, and if we fail to meet the expectations of analysts or investors with respect to our results of operations, our stock price could decline.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, factors that may affect our results of operations include the following:

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fluctuations in demand for or pricing of our service;

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our ability to attract new customers or retain existing customers;

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customer expansion rates;

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seasonality;

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investments in new features and functionality;

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the speed with which we are able to provide our services to customers;

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changes in customers’ budgets, the timing of their budget cycles and purchasing decisions;

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our ability to control costs, including our operating expenses;

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the amount and timing of payment for operating expenses, particularly research and development and sales and marketing expenses;

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the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments and other non-cash charges;

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the amount and timing of costs associated with recruiting, training and integrating new employees and retaining and motivating existing employees;

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the effects and timing of acquisitions and their integration;

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general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;

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fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;

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health epidemics or pandemics, such as the COVID-19 outbreak;

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the impact, or timing of our adoption, of new accounting pronouncements;

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changes in regulatory or legal environments that may cause us to incur, among other things, expenses associated with compliance;

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the overall tax rate for our business, which may be affected by the mix of income we earn in Brazil and in jurisdictions with different tax rates, the effects of stock-based compensation and the effects of changes in our business;

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the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;

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changes in the competitive dynamics of our market, including consolidation among competitors or customers; and

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significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our services.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. If our quarterly results of operations fall below the expectations of investors or analysts who follow our stock, the price of New PubCo Ordinary Shares could decline substantially, and we could face costly lawsuits, including securities class actions.

Substantial future sales, or the perception of future sales, of New PubCo Securities could cause the market price of New PubCo Securities to decline, even if our business is doing well.

Pursuant to the Investor Rights Agreement, Ambipar, the Sponsor and certain other persons listed thereto have agreed that, during the applicable lock-up period and subject to certain exceptions, they will not sell or assign, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any New PubCo Security, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or any other derivative transaction with respect to, any New PubCo Security, whether any such transaction is to be settled by delivery of such New PubCo Security, in cash or otherwise, or publicly announce any intention to effect any such transaction. See the section of this proxy statement/prospectus titled “Certain Agreements Related to the Business Combination — Investor Rights Agreement.”

Further, the Investor Rights Agreement provides the Sponsor and certain other parties thereto with customary demand registration rights and piggy-back registration rights with respect to registration statements filed by New PubCo after the Closing. See the section of this proxy statement/prospectus titled “Certain Agreements Related to the Business Combination — Investor Rights Agreement.”

Upon expiration of the applicable lock-up period and upon the effectiveness of any registration statement that New PubCo files pursuant to the above-referenced Investor Rights Agreement, in a registered offering of securities pursuant to the Securities Act or otherwise in accordance with Rule 144 under the Securities Act, the New PubCo shareholders may sell large amounts of New PubCo Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the New PubCo Ordinary Shares or putting significant downward pressure on the trading price of the New PubCo Ordinary Shares. Further, sales of New PubCo Ordinary Shares upon expiration of the applicable lockup period could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed

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to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. As such, short sales of New PubCo Ordinary Shares could have a tendency to depress the price of the New PubCo Ordinary Shares, which could increase the potential for short sales.

Additionally, through the Subscription Agreements and, as the case may be, the Cygnus Subscription Agreement, New PubCo has agreed with the PIPE Investors and Cygnus Fund Icon, respectively, to register the New PubCo Class A Ordinary Shares purchased by the PIPE Investors and Cygnus Fund Icon pursuant to the Subscription Agreements and the Cygnus Subscription Agreement, respectively, on a resale registration statement following the Closing. These shares will be freely tradable without restriction or further registration under the Securities Act, unless the shares are held by Ambipar or any of Ambipar’s “affiliates” (as such term is defined in Rule 144 under the Securities Act). As such, this additional liquidity in the market for New PubCo Ordinary Shares may lead to downward pressure on the market price of the New PubCo Class A Ordinary Shares.

We cannot predict the size of future issuances of New PubCo Ordinary Shares or the effect, if any, that future issuances and sales of shares of New PubCo Ordinary Shares will have on the market price of the New PubCo Ordinary Shares. Sales of substantial amounts of New PubCo Ordinary Shares (including those shares issued in connection with the Business Combination), or the perception that such sales could occur, may materially and adversely affect prevailing market prices of New PubCo Class A Ordinary Shares.

A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

Following the Business Combination, the price of New Pubco Securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for the New Pubco Securities following the Business Combination may never develop or, if it develops, it may not be sustained.

If the New PubCo Securities are not eligible for deposit and clearing within the facilities of the Depository Trust Company, then transactions in our securities may be disrupted.

The facilities of the Depository Trust Company (“DTC”) are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. New PubCo expects that the New PubCo Class A Ordinary Shares and the New PubCo Warrants will be eligible for deposit and clearing within the DTC system. New PubCo expects to enter into arrangements with DTC whereby it will agree to indemnify DTC for stamp duty that may be assessed upon it as a result of its service as a depository and clearing agency for the New PubCo Class A Ordinary Shares and the New PubCo Warrants. New PubCo expects these actions, among others, will result in DTC agreeing to accept the New PubCo Class A Ordinary Shares and the New PubCo Warrants for deposit and clearing within its facilities.

DTC is not obligated to accept the New PubCo Class A Ordinary Shares or the New PubCo Warrants for deposit and clearing within its facilities in connection with the listing, and even if DTC does initially accept the New PubCo Class A Ordinary Shares or the New PubCo Warrants, it will generally have discretion to cease to act as a depository and clearing agency for the New PubCo Class A Ordinary Shares or the New PubCo Warrants.

If DTC determines prior to the consummation of the Business Combination that the New PubCo Class A Ordinary Shares or the New PubCo Warrants are not eligible for clearance within the DTC system, then New PubCo would not expect to consummate the Business Combination and the listing contemplated by this proxy statement/prospectus in its current form. However, if DTC determines at any time after the completion of the Transactions and the listing that the New PubCo Class A Ordinary Shares or the New PubCo Warrants were not eligible for continued deposit and clearance within its facilities, then New PubCo believes that the New PubCo Class A Ordinary Shares or the New PubCo Warrants would not be eligible for continued listing on a U.S. securities exchange and trading in the New PubCo Securities would be disrupted. While New PubCo would pursue alternative arrangements to preserve its listing and maintain trading of the New PubCo Securities, any such disruption could have a material adverse effect on the market price of the New PubCo Securities.

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The NYSE may not list our securities on its exchange, and if they are listed we may be unable to satisfy listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

In connection with the closing of the Business Combination, we intend to apply to have New PubCo Class A Ordinary Shares and New PubCo Warrants listed on the NYSE Capital Market under the symbol “AMBI” and “AMBIWS,” respectively. New PubCo will be required to meet the initial listing requirements of the NYSE in order to list New PubCo Class A Ordinary Shares and New PubCo Warrants. There can be no assurance that New PubCo will be able to meet those initial listing requirements. In particular, the New York Stock Exchange requires listed companies to have at least 400 round lot holders. Even if New PubCo’s securities are so listed, New PubCo may be unable to maintain the listing of its securities in the future.

New PubCo’s continued eligibility for listing may depend on the number of HPX public shares that are redeemed. If, after the Business Combination, the NYSE delists New PubCo’s shares from trading on its exchange for failure to meet the listing standards, New PubCo and its shareholders could face significant material adverse consequences including:

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a limited availability of market quotations for New PubCo’s securities;

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reduced liquidity for New PubCo’s securities;

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a determination that New PubCo’s shares is a “penny stock” which will require brokers trading in New PubCo’s shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New PubCo Class A Ordinary Shares;

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a limited amount of news and analyst coverage; and

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a decreased ability to obtain capital, pursue acquisitions, issue additional securities or obtain additional financing in the future.

An active trading market for New PubCo Class A Ordinary Shares may never develop or, if developed, it may not be sustained. You may be unable to sell your New PubCo Class A Ordinary Shares unless a market can be established and sustained. This risk will be exacerbated if there is a high level of redemptions of HPX’s public shares in connection with the Closing of the Business Combination.

Subsequent to the completion of the Business Combination, New PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New PubCo’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Even though HPX has conducted due diligence on Emergencia that it believes to be reasonable, it cannot assure you that this diligence will surface all material issues that may be present inside Emergencia, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Emergencia’s business and outside of HPX’s or New PubCo’s control will not later arise.

As a result of these factors, New PubCo may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in reporting losses. Even if HPX’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with HPX’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New PubCo’s liquidity, the fact that charges of this nature are reported, could contribute to negative market perceptions about New PubCo or New PubCo’s securities. In addition, charges of this nature may cause New PubCo to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing debt held by Emergencia or by virtue of post-combination debt financing.

Accordingly, any HPX shareholders who choose to become holders of New PubCo Class A Ordinary Shares following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to claim successfully that the reduction was due to the breach by HPX officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this proxy statement/prospectus contained an actionable material misstatement or material omission.

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Being a public company requires significant resources and management attention and may affect our ability to attract and retain executive management and qualified board members.

New Pubco will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the NYSE listing requirements and other applicable securities law, rules and regulations. As such, New PubCo will incur additional legal, accounting and other expenses following completion of the Business Combination. These expenses may increase even more if New PubCo no longer qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. See “— We are and will continue to be an “emerging growth company” and are subject to reduced SEC reporting requirements applicable to emerging growth companies.” The Exchange Act requires, among other things, that New PubCo file annual and current reports with respect to its business and operating results. The Sarbanes-Oxley Act requires, among other things, that New PubCo maintains effective disclosure controls and procedures and internal control over financial reporting. New PubCo may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters, higher costs necessitated by ongoing revisions to disclosure and governance practices and a diversion of management’s time and attention from revenue generating activities to compliance activities. New PubCo expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although New PubCo is currently unable to estimate these costs with any degree of certainty. New Pubco may need to hire more employees in the future or engage outside consultants to comply with these requirements, which would further increase expenses.

Many members of New PubCo’s management team will have limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. New PubCo’s management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing its growth strategy, which could prevent New PubCo from improving its business, financial condition and results of operations. Furthermore, New PubCo expects these rules and regulations to make it more difficult and more expensive for New PubCo to obtain director and officer liability insurance, and consequently New PubCo may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on its business, financial condition, results of operations and prospects. These factors could also make it more difficult for New PubCo to attract and retain qualified members of its board of directors, particularly to serve on New PubCo’s audit committee, and qualified executive officers.

As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, New PubCo’s business and financial condition will become more visible, which New PubCo believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, New PubCo’s business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in New PubCo’s favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on its business, financial condition, results of operations, prospects and reputation.

After completion of the Business Combination, we will depend on our shareholder Ambipar for many support services, certain of which will be provided only on a transitional basis while others may be provided for the foreseeable future on arms-length terms.

Emergencia relies on certain administrative and other resources of Ambipar, including information technology, controllership, organization and corporate support activities, marketing, invoicing, debt

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collection, facilities, human resources, accounting documentation, archive, compliance, fleet management, project assessment, quality assurance, labor safety, investor relations, sustainability advisory services, treasury and legal services, to operate its business. Prior to the First Effective Time, but effective as of Closing, Emergencia will enter into a Cost Sharing Agreement with Ambipar to retain the ability to use these resources. The Cost Sharing Agreement will allow Ambipar to terminate the agreement, at its sole discretion, for as long as it controls New PubCo, with sixty days’ prior written notice to Emergencia, and Emergencia to terminate the agreement with one hundred-eighty days’ prior written notice to Ambipar, with the reimbursement of all reasonable and duly documented costs and expenses incurred by Ambipar until the date of the delivery of the written notice and all reasonable and duly documented additional costs and expenses that Ambipar reasonably incurs in order to cease and terminate the Cost Sharing Agreement. The services provided under the Cost Sharing Agreement may not be sufficient to meet Emergencia’s needs and may not be provided at the same level as when the entities comprising Emergencia were direct and indirect wholly-owned subsidiaries of Ambipar. Emergencia and Ambipar will rely on each other to perform their obligations under the Cost Sharing Agreement. If Ambipar is unable to satisfy its material obligations under the agreement, or if the agreement is terminated, Emergencia may not be able to obtain such services at all or obtain the services on terms as favorable as those in the Cost Sharing Agreement, and could as a result suffer operational difficulties or significant losses. See also the risk factor entitled “We may face potential conflicts of interest in negotiations with related parties.”

In addition, prior to Closing and before entering into the Cost Sharing Agreement, Emergencia and its subsidiaries will receive informal support from Ambipar as wholly owned subsidiaries of Ambipar, and the level of this informal support may diminish as Emergencia becomes a more independent company. Any failure or significant interruption of Emergencia’s own administrative systems or in the Ambipar’s administrative systems during the term of the Cost Sharing Agreement could result in unexpected costs, impact Emergencia’s results or prevent it from paying its suppliers or employees and performing other administrative services on a timely basis.

Our business and operations could be negatively affected if we become subject to any securities litigation, shareholder activism, regulatory actions or compliance issues which could cause us to incur significant expenses, hinder execution of business and growth strategies, including by distracting our management and impacting the price of our securities.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, as well as the frequency of lawsuits against special purpose acquisition company (“SPAC”) sponsors, has been increasing recently, especially in the context of SPAC business combinations. Volatility in the share price of our securities or other reasons may in the future cause us to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert our management attention and resources from our business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with customers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, the price of our securities could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

The unaudited pro forma condensed combined financial information included in this proxy statement/​prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what New PubCo’s actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that HPX, Emergencia and New PubCo currently believe are reasonable, but the actual financial condition and results of operations after the Business Combination may differ materially. See the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information.”

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The dual class structure of New PubCo Ordinary Shares may adversely affect the trading market for New PubCo Class A Ordinary Shares.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of New PubCo Class A Ordinary Shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with dual class or multi-class share structures in certain of their indices. In July 2017, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria for the inclusion of shares of public companies on certain indices, including the Russell 2000, the S&P 500, the S&P Mid Cap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares from being added to these indices. Beginning in 2017, MSCI Inc. (“MSCI”), a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. As a result, our dual class capital structure would make us ineligible for inclusion in indices that exclude companies with multi-class share structures, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in New PubCo Class A Ordinary Shares. We cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make New PubCo Class A Ordinary Shares less attractive to investors and, as a result, the market price of New PubCo Class A Ordinary Shares could be adversely affected.

Risks Relating to the Redemption

Any failure by the signatories to the Subscription Agreements, the Cygnus Subscription Agreement (as the case may be), the Non-Redemption Agreements and the Ambipar Subscription Agreement in complying with the covenants in such agreements may deplete HPX’s Trust Account prior to the Business Combination and thereby diminish the amount of working capital of New PubCo following the consummation of the Business Combination.

On July 14, 2022, HPX shareholders approved an amendment to its then existing amended and restated memorandum and articles of association to give effect to the Initial Extension. At the meeting related to the Initial Extension Amendment, the holders of 19,472,483 HPX Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.018 per share, for an aggregate redemption amount of approximately $195.1 million, leaving approximately $58.4 million in the Trust Account as of that date. On November 3, 2022, HPX shareholders approved another amendment to its then existing amended and restated memorandum and articles of association to give effect to the Second Extension. At the meeting related to the Second Extension Amendment, the holders of 3,650,973 HPX Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.064 per share, for an aggregate redemption amount of approximately $36.7 million, leaving approximately $21.9 million in the Trust Account as of that date.

Even assuming that all the outstanding public shares not subject to the Non-Redemption Agreements are redeemed in connection with the Business Combination, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 of Available Cash, including the cash held in the Trust Account and the net proceeds actually paid to New PubCo upon consummation of the PIPE Financing and the Ambipar PIPE Financing, must be available to satisfy the Minimum Available Cash Condition.

If, for any reason, such as any failure by the signatories to the Subscription Agreements, the Cygnus Subscription Agreement (as the case may be), the Non-Redemption Agreements and the Ambipar Subscription Agreement in complying with the covenants in such agreements, the net amount of proceeds actually received by New PubCo upon consummation of the PIPE Financing and the Ambipar PIPE Financing, is lower than $168,000,000 (without considering any payment of Business Combination related transaction expenses), and HPX may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing. Raising additional third party financing

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may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit HPX’s ability to optimize its capital structure.

If HPX shareholders fail to receive notice of our offer to redeem the HPX Ordinary Shares in connection with the Business Combination, or fail to comply with the redemption requirements specified in this proxy statement/​prospectus, they will not be entitled to redeem their HPX Ordinary Shares for a pro rata portion of the funds held in the Trust Account.

We will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation materials, such shareholder may not become aware of the opportunity to redeem its shares. In order to exercise their redemption rights, HPX public shareholders are required to submit a request in writing and deliver their shares (either physically or electronically) to HPX’s transfer agent at least two business days prior to the vote at the extraordinary general meeting. Shareholders electing to redeem their shares will receive their pro rata portion of the Trust Account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Any HPX shareholder who fails to properly exercise redemption rights will not be entitled to redeem their shares for a pro rata portion of the Trust Account. See “The Extraordinary General Meeting of HPX Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

There is no guarantee that a public shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the public shareholder in a better future economic position.

HPX can give no assurance as to the price at which a public shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in HPX share price, and may result in a lower value realized now than a public shareholder might realize in the future had the public shareholder not redeemed its shares. Similarly, if a public shareholder does not redeem its shares, the public shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a public shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A public shareholder should consult the public shareholder’s own financial advisor for assistance on how this may affect his, her, or its individual situation.

New PubCo may redeem your unexpired New PubCo Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your New PubCo Warrants worthless.

Following the Business Combination, New PubCo will have the ability to redeem outstanding New PubCo Warrants, as they will be subject to the same terms and conditions as the current HPX Public Warrants (subject to adjustment as set forth in the Business Combination Agreement), which currently provide for redemptions at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of New PubCo Class A Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which they send the notice of redemption to the warrantholders (“Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the New PubCo Warrants become redeemable, New PubCo may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, New PubCo may redeem the New PubCo Warrants as set forth above even if the holders are otherwise unable to exercise the New PubCo Warrants. Redemption of the outstanding New PubCo Warrants as described above could force you to: (1) exercise your New PubCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your New PubCo Warrants at the then-current market price when you might otherwise wish to hold your New PubCo Warrants; or (3) accept the nominal redemption price which, at the time the outstanding New PubCo Warrants are called for redemption, we expect would be substantially less than the market value of your New PubCo Warrants.

In addition, New PubCo will have the ability to redeem the outstanding New PubCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per New PubCo Warrant

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if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). In such a case, the holders will be able to exercise their New PubCo Warrants prior to redemption for a number of New PubCo Class A Ordinary Shares determined based on the redemption date and the fair market value of the New PubCo Class A Ordinary Shares. The value received upon exercise of the New PubCo Warrants (1) may be less than the value the holders would have received if they had exercised their New PubCo Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the New PubCo Warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per New PubCo Warrant (subject to adjustment) irrespective of the remaining life of the New PubCo Warrants.

In the event that New PubCo elects to redeem all of the outstanding New PubCo Warrants, New PubCo would only be required to have the notice of redemption mailed by first class mail, postage prepaid by New PubCo not less than 30 days prior to the redemption date to registered holders of the outstanding New PubCo Warrants to be redeemed at their last address as they shall appear on the registration books.

Prior to the Business Combination, the HPX Public Warrants will have substantially the same risk described above. The HPX Private Placement Warrants, which are not redeemable by HPX so long as they are held by the Sponsor or its permitted transferees, will, in connection with the Business Combination, be converted into and become New PubCo Private Placement Warrants.

We have a minimum available cash condition, which may make it more difficult for us to complete the Business Combination as currently contemplated.

The Business Combination Agreement provides that Emergencia’s obligation to consummate the Business Combination is conditioned on, among other things, that as of the First Effective Time, the cash in the Trust Account into which substantially all of the proceeds of our IPO and private placements of our HPX Private Placement Warrants have been deposited, after deducting the amount required to be paid to our shareholders who elect to exercise their redemption rights, together with the aggregate net proceeds from the PIPE Financing and the Ambipar PIPE Financing, be equal to at least $168,000,000 (without considering any payment of Business Combination related transaction expenses).

There can be no assurance that Emergencia would waive the Minimum Available Cash Condition. If such condition is neither met nor waived pursuant to the terms of the Business Combination Agreement, then the proposed Business Combination Agreement would not be consummated.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our Business Combination even if a significant number of our shareholders elect to redeem their Class A Ordinary Shares.

The Existing Governing Documents do not provide a specified maximum redemption threshold, except that in no event will we redeem the public shares in an amount that would cause our net tangible assets to be less than $5,000,001. As a result, we may be able to complete the Business Combination even though a substantial majority of the public shareholders have redeemed their shares. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any persons that would affect the vote on the proposals to be put to the extraordinary general meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Following the Business Combination, New PubCo’s management will have the ability to require holders of New PubCo Warrants to exercise such warrants on a cashless basis which would cause holders to receive fewer ordinary shares upon their exercise of the New PubCo Warrants than they would have received had they been able to exercise their New PubCo Warrants for cash.

If New PubCo calls the New PubCo Warrants for redemption after the redemption criteria described elsewhere in this proxy statement/prospectus have been satisfied, New PubCo’s management will have the option to require any holder that wishes to exercise their New PubCo Warrant (including any New PubCo Warrants held by our Sponsor, our former officers or directors or their permitted transferees) to do so on a “cashless basis.” If New PubCo’s management chooses to require holders to exercise their New PubCo

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Warrants on a cashless basis, the number of ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his New PubCo Warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in New PubCo.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to optimize our capital structure.

We have entered into the Business Combination Agreement and do not know how many shareholders may exercise their redemption rights, and therefore have structured the transaction based on our expectations as to the number of shares that will be submitted for redemption. The Business Combination Agreement requires us to have a minimum amount of cash at the First Effective Time and we may need to reserve a portion of the cash in the Trust Account to meet such requirements. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.

A public shareholder, together with his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act) will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the public shares (the “Excess Shares”). Your inability to redeem any such Excess Shares will reduce your influence over HPX’s ability to consummate the Business Combination and you could suffer a material loss on your investment in HPX if you sell such Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such Excess Shares if HPX consummates the Business Combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the public shares and, in order to dispose of such Excess Shares, would be required to sell your shares in open market transactions, potentially at a loss. HPX cannot assure you that the value of such Excess Shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price.

However, HPX’s shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination is not restricted by this limitation on redemption.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or HPX Public Warrants, potentially at a loss.

HPX’s public shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of the Business Combination, and then only in connection with those HPX Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of HPX public shares if HPX is unable to complete its business combination by March 31, 2023 (or such later date as may be agreed by HPX shareholders in connection with an Additional Extension), subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or HPX Public Warrants, potentially at a loss.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not

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limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not completed our initial business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have 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 the 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 our indemnity of the underwriters of HPX’s initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of HPX. Our Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties, thereby exposing the members of our board of directors and us to claims of damages.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty or having acted in bad faith, thereby exposing it and us to claims of damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

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If, before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced.

The amount of cash raised in the PIPE private placement may not be sufficient to offset the amount of cash need to fund any redemptions of shares by HPX’s public shareholders, either in connection with the extension vote (if required) or in connection with the Business Combination, which could impair the completion of the Business Combination, or force it to be completed at different terms and with a different pro-forma ownership structure than currently envisioned.

If a larger number of shares are submitted for redemption by HPX’s public shareholders than HPX initially expected, either in connection with the extension vote (if required) or in connection with the Business Combination, the funding of such redemptions of shares may deplete HPX’s Trust Account prior to the Business Combination and, if the amount of cash raised in the PIPE private placement is not sufficient to offset the amount of cash need to fund any such redemptions, HPX may not have sufficient funds to complete the Business Combination, or may be forced to complete the Business Combination at different terms and with a different pro-forma ownership structure than currently envisioned.

Risks Relating to U.S. Tax

New PubCo may be or may become a Passive Foreign Investment Company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders of HPX Class A Ordinary Shares or HPX Warrants.

If New PubCo (or its predecessor HPX) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and additional reporting requirements. Following the First Merger, provided that the First Merger qualifies as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, New PubCo will be treated as the successor to HPX for U.S. federal income tax purposes, and for the taxable year that includes the Business Combination and subsequent taxable years, the PFIC asset and income tests will be applied based on the assets and activities of the combined business. Based on the anticipated timing of the Business Combination and the anticipated assets and income of the combined company, New PubCo is not expected to be a PFIC for its taxable year ending December 31, 2023 or subsequent taxable years.

However, New PubCo’s PFIC status for any taxable year is an annual factual determination that can be made only after the end of such taxable year and may depend in part on the value of its unbooked goodwill (which is generally determined in large part by reference to the market price of the New PubCo Class A Ordinary Shares from time to time, which could be volatile); accordingly, there can be no assurance regarding New PubCo’s PFIC status for its current taxable year or any future taxable year.

Additionally, even if New PubCo is not a PFIC following the Business Combination, New PubCo Class A Ordinary Shares will generally be treated as stock of a PFIC with respect to a U.S. Holder that held HPX Class A Ordinary Shares in a prior taxable year in which HPX was treated as a PFIC, provided the First Merger qualifies as an “F” reorganization. Because it is a blank check company with no active business, it is anticipated that HPX was a PFIC for its taxable years ended December 31, 2020, December 31, 2021 and December 31, 2022. Absent certain elections, a determination that New PubCo is a PFIC (or, in the circumstances described above, that HPX was a PFIC) for any taxable year in which a U.S. Holder holds

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shares in such entity will generally continue to apply to such U.S. Holder for subsequent years in which such U.S. Holder continues to hold shares in such entity (including a successor entity), whether or not such entity continues to be a PFIC.

For a more detailed discussion of the PFIC rules and the risks and tax consequences of PFIC classification to U.S. Holders of New PubCo Class A Ordinary Shares, please see the section entitled “U.S. Federal Income Tax Considerations — PFIC Considerations.” U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to holders of New PubCo Class A Ordinary Shares.

The First Merger may be a taxable event for U.S. Holders of HPX Class A Ordinary Shares or HPX Warrants.

As discussed more fully in “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders,” Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion that the First Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. In accordance with such opinion, subject to the limitations and qualifications therein, U.S. Holders of HPX Class A Ordinary Shares should generally not recognize gain or loss for U.S. federal income tax purposes as a result of the First Merger.

Nevertheless, because there is no authority directly addressing the treatment for U.S. federal income tax purposes of the particular facts of the First Merger, that treatment is not entirely clear. No assurance can be given that the IRS will not assert an alternative characterization of the First Merger and the transactions comprising the Business Combination, which could cause U.S. Holders of HPX Securities to recognize gain for U.S. federal income tax purposes as a result of the First Merger.

For a more detailed discussion of the U.S. federal income tax consequences to U.S. Holders of HPX Class A Ordinary Shares, see the section titled “U.S. Federal Income Tax Considerations — Effects of the Business Combination to U.S. Holders.” All holders of HPX Securities should consult their tax advisors regarding the potential tax consequences to them of the First Merger, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

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THE EXTRAORDINARY GENERAL MEETING OF HPX SHAREHOLDERS

For purposes of this section, “we,” “us” or “our” refer to HPX, unless the context otherwise requires.

The HPX Extraordinary General Meeting

We are furnishing this proxy statement/prospectus to you as part of the solicitation of proxies by the HPX Board for use at the extraordinary general meeting of shareholders to be held on, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about       . This proxy statement provides you with information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting of shareholders.

Date, Time and Place of Extraordinary General Meeting

The extraordinary general meeting will be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at Avenida Brigadeiro Faria Lima, 3311, 7th Floor, 04538-133, São Paulo, São Paulo, Brazil, and online via live webcast, at 9:00 a.m., Eastern Time, on       , 2023, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Due to public health concerns regarding the COVID-19 pandemic, and the importance of ensuring the health and safety of our directors, officers, employees and shareholders, our shareholders are encouraged to attend the extraordinary general meeting virtually via live webcast. The HPX extraordinary general meeting can be accessed virtually by visiting our meeting website https://www.cstproxy.com/hpxcorp/2023, where our shareholders will be able to listen to the meeting, submit questions and vote online.

Purpose of the Extraordinary General Meeting

At the HPX extraordinary general meeting, we will ask our shareholders to vote in favor of the following proposals:

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The Business Combination Proposal — a proposal to approve the transactions contemplated by the Business Combination Agreement, including the Business Combination;

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The First Plan of Merger Proposal — a proposal by special resolution to approve the First Plan of Merger and the transactions contemplated thereby;

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The Second Plan of Merger Proposal — a proposal by special resolution to approve the Second Plan of Merger and the transactions contemplated thereby;

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The Change in Authorized Share Capital Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular a change in the authorized share capital of New PubCo;

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The Method to Appoint and Elect Directors Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular with respect to the method of appointment and election of directors to the board of directors of New PubCo;

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The Other Changes to the Governing Documents Proposal — a proposal by ordinary resolution to approve material differences between the Proposed Governing Documents and the Existing Governing Documents, in particular the changes in connection with the adoption of the Proposed Governing Documents other than those being considered and voted under the Change in Authorized Share Capital Proposal and the Method to Appoint and Elect Directors Proposal; and

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The Adjournment Proposal — a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting or if our shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition to the obligation to closing of the Business Combination would not be satisfied.

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Recommendation of the HPX Board

The HPX Board believes that the Business Combination Proposal and the other proposals be presented at the extraordinary general meeting of shareholders are in the best interests of HPX and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the First Plan of Merger Proposal, “FOR” the Second Plan of Merger Proposal, “FOR” the Change in Authorized Share Capital Proposal, “FOR” the Method to Appoint and Elect Directors Proposal, “FOR” the Other Changes to the Governing Documents Proposal and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting.

The existence of financial and personal interests of one or more of our directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of our and HPX shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals. When you consider the recommendation of the HPX Board in favor of the Business Combination Proposal, you should keep in mind that certain of our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. These interests include, among other things:

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the fact that certain of our directors and officers are principals of our Sponsor;

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the fact that 6,245,000 Founder Shares held by our Sponsor, for which it paid $25,000.00, and 7,060,000 HPX Private Placement Warrants held by our Sponsor will be subject to the Sponsor Recapitalization as a result of which the Sponsor will hold (i) 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), which will convert on a one-for-one basis, into an equal number of New PubCo Class A Ordinary Shares upon the Closing, and (ii) 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens. Likewise, the 60,000 Founders Shares held by the Insiders will also be subject to the Sponsor Recapitalization as a result of which each Insider will hold 20,000 HPX Class A Ordinary Shares, which will convert on a one-for-one basis, into 20,000 New PubCo Class A Ordinary Shares upon the Closing. In addition, Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting. Such shares and units will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New PubCo, or restricted stock units that are settled in New PubCo Class A Ordinary Shares, as the case may be, as described further below and will be worthless if an initial business combination is not consummated:

​	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/​ unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Sponsor(5)	​	1,860,000	​	—	​	$	18,600,000	​	$	18,358,200
Bernardo Hees(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Carlos Piani(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Rodrigo Xavier(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400

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​	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/​ unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Marcos Peigo	​	20,000	​	—	​	$	200,000	​	$	197,400
Wolney Betiol	​	20,000	​	—	​	$	200,000	​	$	197,400
Salete Pinheiro	​	20,000	​	—	​	$	200,000	​	$	197,400
Rafael Grisolia	​	—	​	20,000	​	$	200,000	​	$	197,400

(1)

Interests shown consist solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing. Such shares will automatically convert into New PubCo Class A Ordinary Shares upon the Closing on a one-for-one basis.

(2)

Interests shown consist solely of HPX Restricted Stock Units prior to the First Effective Time. Such HPX Restricted Stock Units will automatically convert into restricted stock units that are settled in New PubCo Class A Ordinary Shares at the First Effective Time and, pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(3)

Assumes a value of $10.00 per Class A Ordinary Share or Restricted Stock Unit, as applicable, the deemed value of the New PubCo Class A Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(4)

Assumes a value of $9.87 per Class A Ordinary Share or Restricted Stock Unit, as applicable, which was the closing price of the HPX Class A Ordinary Shares on the NYSE American on December 2, 2022. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(5)

HPX Capital Partners LLC is the record holder of the shares reported herein. Each of Messrs. Hees, Piani and Xavier indirectly exercises the sole investment and voting power over his one-third interest in the shares held of record by our Sponsor. Therefore, Messrs. Hees, Piani and Xavier may be deemed to have sole investment and voting power over 620,000 HPX Class A Ordinary Shares each (considering the effects of the Sponsor Recapitalization), as reported herein, and each disclaims beneficial ownership of any other HPX Ordinary Shares held of record by our Sponsor.

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the fact that if an initial business combination is not consummated by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $8,400,000 in the aggregate, which investment included $25,000 in value of HPX Class A Ordinary Shares (consisting solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing), valued at an assumed price of $10.00 per share, the value implied by the Business Combination (inclusive of the Sponsor’s initial capital contribution of $25,000), the 7,060,000 HPX Private Placement Warrants acquired for a purchase price of $7,060,000 in the aggregate, and $1,315,000 outstanding as of the date of this proxy statement/prospectus under two unsecured promissory notes;

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•

the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the 1,860,000 New PubCo Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) that the Sponsor will receive upon conversion of the Founder Shares and considering the Sponsor Recapitalization in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New PubCo Class A Ordinary Shares trade below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

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the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if HPX fails to complete an initial business combination and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

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the fact that in connection with the Business Combination, we entered into the Subscription Agreements with the PIPE Investors, which provide for the purchase by the PIPE Investors of an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000, in a private placement, as well as for the issuance of an aggregate of 2,567,500 New PubCo Warrants and an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares to the PIPE Investors (with Opportunity Agro Fund being issued 2,280,000 New PubCo Warrants and 1,810,000 additional New PubCo Class A Ordinary Shares pursuant to the Opportunity Subscription Agreement), the closing of which will occur substantially concurrently with the Closing. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively;

•

the fact that in connection with the Business Combination, we entered into the Ambipar Subscription Agreement with Ambipar, pursuant to which Ambipar committed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares (at $10.00 per share), payable by Ambipar either in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement;

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the fact that in connection with the Business Combination, we entered into the Downside Protection Agreements, pursuant to which the DPA Beneficiaries are provided with certain downside protection rights;

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the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) 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 the trust assets, net of the amount of taxes payable, 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 our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act;

•

the fact that, as of June 24, 2022, on November 30, 2022 and on January 17, 2023, the Sponsor loaned to HPX an aggregate of $700,000, $205,000 and $410,000, respectively, for working capital

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purposes and $1,315,000 is outstanding as of the date of this proxy statement/prospectus. These loans are evidenced by two promissory notes which are non-interest bearing and payable upon the consummation by HPX of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants;

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the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited. As of the date of this proxy statement/prospectus, no such out-of-pocket expenses related to identifying, investigating and consummating a business combination and for which our directors would be awaiting reimbursement have been incurred;

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the fact that pursuant to the Investor Rights Agreement (as defined below), certain holders of registrable securities can demand registration of their registrable securities and will also have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing, whereas they do not have such rights today;

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the potential continuation of certain directors and other persons associated with HPX and Sponsor as directors and in other roles at New PubCo. In particular, Mr. Carlos Piani is nominated to the board of directors of New PubCo, Mr. Bernardo Hees is expected to be nominated to the advisory executive committee of New PubCo, Mr. Rafael Espírito Santo is nominated to be New PubCo’s chief financial officer, and Mr. Pedro Petersen is nominated to be New PubCo’s chief investor relations officer; and

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the continued indemnification of current directors and officers of HPX and the continuation of directors’ and officers’ liability insurance for a period of six years after the Business Combination.

See the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the extraordinary general meeting if you owned shares of HPX Ordinary Shares at the close of business on December 30, 2022, which is the record date for the extraordinary general meeting of shareholders. You are entitled to one vote for each share of HPX Ordinary Shares that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the date of this proxy statement/prospectus, there are 8,481,544 shares of HPX Ordinary Shares outstanding, of which 2,176,544 are HPX Class A Ordinary Shares and 6,305,000 are HPX Class B Ordinary Shares.

Our Sponsor has agreed to vote all of its Founder Shares and any public shares acquired by it in favor of the Business Combination Proposal. The issued and outstanding HPX Warrants do not have voting rights at the extraordinary general meeting of shareholders.

Voting Your Shares

Each HPX Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the extraordinary general meeting of shareholders. Your one or more proxy cards show the number of shares of HPX Ordinary Shares that you own.

If you are a holder of record, there are two ways to vote your shares of HPX Ordinary Shares at the extraordinary general meeting of shareholders:

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You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable extraordinary general meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your

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shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of HPX Ordinary Shares will be voted, as recommended by the HPX Board. With respect to each proposal for the extraordinary general meeting of shareholders, that means voting “FOR” for each.

•

You can attend the extraordinary general meeting and vote in person. You will be given a ballot when you arrive. However, if your shares of HPX Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of HPX Ordinary Shares.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your HPX Ordinary Shares, you may contact our proxy solicitor:

Morrow Sodali LLC

Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: HPX.info@investor.morrowsodali.com

Quorum and Vote Required for Shareholder Proposals

A quorum of our shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting of shareholders if a majority of the HPX Ordinary Shares outstanding and entitled to vote at the extraordinary general meeting of shareholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of each of the Business Combination Proposal, the Governing Documents Proposals and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of holders of a majority of the issued ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Merger Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of a majority of at least two-thirds (2/3) of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Abstentions and Broker Non-Votes

Brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the extraordinary general meeting are “non-routine” matters.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Revocability of Proxies

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Morrow Sodali, our proxy solicitor, prior to the date of the extraordinary general meeting or by voting in person at the extraordinary general meeting. Attendance at the extraordinary general meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali.

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Redemption Rights

Pursuant to our Existing Governing Documents, we are providing our shareholders with the opportunity to have their public shares redeemed at the Closing of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding HPX Class A Ordinary Shares included as part of the units sold in the IPO, subject to the limitations described in this proxy statement/prospectus. For illustrative purposes, as of December 2, 2022, based on the fair value of cash held in the Trust Account of approximately $21.9 million, the estimated per share redemption price would have been approximately $10.06. Our shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other proposals. Our Existing Governing Documents provide that an HPX shareholder, acting together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for purposes of acquiring, holding, or disposing of any shares of HPX, will be restricted from exercising this redemption right in an amount of shares exceeding 15% of the public shares in the aggregate without our prior consent. There will be no redemption rights with respect to the HPX Warrants.

Our Sponsor, the holder of our HPX Class B Ordinary Shares issued in a private placement prior to the IPO, has entered into the Sponsor IPO Letter Agreement with us pursuant to which our Sponsor has agreed to waive, in partial consideration of receiving the Founder Shares and for our covenants and commitments therein, its redemption rights with respect to its Founder Shares and any public shares our Sponsor may have acquired after our IPO in connection with the completion of the Business Combination. In connection with the Business Combination Agreement, the Sponsor has entered into a sponsor letter agreement with certain other parties pursuant to which, among other things, the parties thereto amended and restated in its entirety the Sponsor IPO Letter Agreement, and the Sponsor and the other parties thereto agreed not to redeem any outstanding Founder Shares in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX must complete its initial business combination. Permitted transferees of our Sponsor will be subject to the same obligations. In addition, concurrently with the execution and delivery of the Business Combination Agreement and the Subscription Agreements, and as an inducement to HPX’s and Emergencia’s willingness to enter into the Business Combination Agreement, the Non-Redeeming Shareholders, owning, in the aggregate, 600,000 of the outstanding HPX Class A Ordinary Shares have entered into the Non-Redemption Agreements with HPX and New PubCo, under which, among other things, such HPX shareholders have agreed, in consideration of (i) an aggregate of 26,400 additional New PubCo Class A Ordinary Shares and (ii) 150,000 New PubCo Warrants, in each case to be issued by New PubCo to such Non-Redeeming Shareholders at or promptly following the Closing, to vote in favor of the transactions contemplated in the Business Combination Agreement for which the approval of such HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such HPX shareholders hold of record or beneficially. Emergencia and our Sponsor are named third-party beneficiaries under the Non-Redemption Agreements. In addition to the Non-Redemption Agreements, Cygnus Fund Icon has entered into the Cygnus Subscription Agreement and the Cygnus Non-Redemption Agreement with HPX and New PubCo, according to which Cygnus Fund Icon was granted the Cygnus Option. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Holders of the outstanding HPX Warrants will not have redemption rights with respect to such warrants. Assuming maximum redemptions of 1,576,544 HPX Class A Ordinary Shares (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on NYSE American of $0.38 as of December 2, 2022, the aggregate fair value of HPX Warrants

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that can be retained by the redeeming shareholders holding such outstanding 1,576,544 HPX Class A Ordinary Shares is $299,543. The actual market price of the HPX Warrants may be higher or lower on the date that an HPX warrantholder seeks to sell such HPX Warrants. Additionally, we cannot assure the HPX warrantholders that they will be able to sell their HPX Warrants in the open market as there may not be sufficient liquidity in such securities when an HPX warrantholder wishes to sell their HPX Warrants. Further, while the level of redemptions of public shares will not directly change the value of the HPX Warrants because the HPX Warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the HPX warrantholders who exercises such HPX Warrants will ultimately own a greater interest in New PubCo because there would be fewer shares outstanding overall. See “Risk Factors — Risks Relating to New PubCo — Following the consummation of the Business Combination, New PubCo Warrants will become exercisable for New PubCo Class A Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.”

In order to exercise your redemption rights, you must:

•

if you hold your public shares through units, elect to separate your units into the underlying HPX Class A Ordinary Shares and HPX Public Warrants prior to exercising your redemption rights with respect to the public shares;

•

prior to 5:00 p.m., local time, on two (2) business days before the extraordinary general meeting, tender your shares electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, to the attention of Mark Zimkind or by email at mzimkind@continentalstock; and

•

deliver your public shares electronically through DTCC to the transfer agent at least two (2) business days before the general meeting. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

We will pay the redemption price to our shareholders who properly exercise their redemption rights promptly following the Closing. The Closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the extraordinary general meeting and payment of the redemption price. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares. You may make such request by contacting the transfer agent at the email or address listed above.

Holders of our outstanding units must separate the underlying HPX Class A Ordinary Shares and HPX Public Warrants prior to exercising redemption rights with respect to the public shares.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTCC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of HPX Class A Ordinary Shares and HPX Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Prior to exercising redemption rights, shareholders should review the market price of our HPX Class A Ordinary Shares as they may receive higher proceeds from the sale of their HPX Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your HPX Class A Ordinary Shares

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in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the HPX Class A Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your public shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of HPX or Emergencia following the Business Combination, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved and we do not consummate an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), we will be required to liquidate and dissolve our Trust Account by returning the then-remaining funds in such account to the public shareholders and our HPX Warrants will expire worthless.

Underwriting Fees as a Percentage of IPO Proceeds Net of Redemptions

​	Minimum Redemptions(1)			Intermediate Redemptions(2)			Maximum Redemptions(3)
IPO underwriting fees(4)	​	$	5,060,000	​	$	5,060,000	​	$	5,060,000
IPO proceeds net of redemptions(5)	​	$	58,275,170	​	$	13,882,720	​	$	6,000,000
Underwriting fees as a % of IPO proceeds net of redemptions	​	​	8.7%	​	​	36.4%	​	​	84.3%

(1)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(2)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(4)

IPO underwriting fees consider $5,060,000 in underwriting fees paid by HPX to Credit Suisse upon consummation of HPX’s IPO. Pursuant to the IPO Underwriting Agreement, upon the consummation of the Business Combination, Credit Suisse was entitled to $8,855,000 of deferred underwriting commission. However, Credit Suisse has agreed to waive its rights to the deferred underwriting commission in the aggregate amount of $8,855,000 in connection with its decision not to provide further services as a placement agent, or in any other capacity in connection with closing of the Business

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Combination, such that we now do not expect to pay to Credit Suisse any deferred underwriting fees in connection with the closing of our initial business combination. We expect to pay fees in connection with the closing of our initial business combination to BofA Securities and EarlyBird in the aggregate amount of $10.0 million, which fees are not considered in this table as BofA Securities and EarlyBird were not underwriters in HPX’s IPO. For more information, see “Summary of the Proxy Statement/​Prospectus — Recent Developments — Resignation of Credit Suisse.” See also “Business of HPX — HPX History” and “Risk Factors — Risks Relating to the Business Combination and HPX — Credit Suisse was to be compensated in part on a deferred basis for already-rendered services in connection with HPX’s IPO in part for advisory services provided to HPX in connection with the Business Combination. However, Credit Suisse gratuitously and without any consideration from HPX or Emergencia waived such compensation and disclaimed any responsibility for this proxy statement / prospectus” for additional information.

(5)

IPO proceeds net of redemptions reflect the deduction of $5,060,000 in underwriting fees paid by HPX upon consummation of HPX’s IPO. This table does not consider $10.0 million in aggregate fees payable to BofA Securities and EarlyBird in connection with the Business Combination, as BofA Securities and EarlyBird were not underwriters in HPX’s IPO.

Appraisal or Dissenters’ Rights

The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the HPX Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Extracts of relevant sections of the Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Solicitation of Proxies

We will pay the cost of soliciting proxies for the extraordinary general meeting. We have engaged Morrow Sodali to assist in the solicitation of proxies for the extraordinary general meeting. We have agreed to pay Morrow Sodali a fee of $15,000. We will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. We also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of HPX Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of HPX Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Share Ownership

As of the record date, our Sponsor and the Insiders beneficially owned an aggregate of 74.3% of the outstanding shares of HPX Ordinary Shares. Our Sponsor and each of the Insiders have agreed to vote all

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of their Founder Shares and any HPX Class A Ordinary Shares acquired by them in favor of the Business Combination Proposal. As of the date of this proxy statement / prospectus, our Sponsor and the Insiders own approximately 74.3% of the issued and outstanding HPX Ordinary Shares.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and/or other investors who vote, or indicate an intention to vote, against any of the Transaction Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Transaction Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of HPX Class A Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that the required number of holders of HPX Ordinary Shares necessary to approve each proposal, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Transaction Proposals, (2) satisfaction of the Minimum Available Cash Condition, (3) otherwise limiting the number of public shares electing to redeem and (4) HPX’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Financing actually received prior to or substantially concurrently with the Closing) being at least $5,000,001. However, any public shares purchased by the Sponsor or any of its affiliates pursuant to such share purchases or other transactions will not be voted in favor of any of the Transaction Proposals.

Entering into any such arrangements may have a depressive effect on HPX Class A Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. HPX will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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PROPOSALS TO BE CONSIDERED BY HPX’S SHAREHOLDERS

BUSINESS COMBINATION PROPOSAL

Background of the Business Combination

HPX is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The transactions contemplated by the Business Combination Agreement and related agreements, including the Business Combination and the PIPE Financing, are a result of an extensive search for a potential transaction using the network of HPX’s management team, including the HPX Board, as well as its advisors. The terms of the Business Combination were the result of extensive negotiations between HPX and Emergencia. The following is a brief description of the background of these negotiations, the proposed Business Combination and related transactions.

On April 8, 2020, the Sponsor purchased 5,750,000 Founder Shares for an aggregate consideration of $25,000. On June 25, 2020, the Sponsor transferred 20,000 Founder Shares to each of our independent director nominees at the time at their original per-share purchase price. On July 15, 2020, HPX effected a share capitalization resulting in the initial shareholders holding an aggregate of 6,325,000 Founder Shares. However, on December 3, 2020, Fabio Mourão resigned as a director of our board of directors and forfeited 20,000 Founder Shares to HPX for no consideration. On July 23, 2021, Marco Kheirallah (a former director of HPX) and Wolney Betiol (a newly appointed director) entered into a Securities Assignment Agreement (the “Securities Assignment Agreement”). Pursuant to the terms of the Securities Assignment Agreement, Mr. Kheirallah transferred the 20,000 Founder Shares granted to him on June 25, 2020 to Mr. Betiol, which HPX has treated as the cancellation of an existing award and the issuance of a new award. On July 23, 2021, Rafael Grisolia entered into a director restricted stock unit award agreement with HPX providing for the grant of 20,000 restricted stock units to Mr. Grisolia, which will vest upon the consummation of a business combination and represent 20,000 non-redeemable HPX Class A Ordinary Shares. On July 5, 2022, Mr. Grisolia and HPX entered into an amendment to the restricted stock unit agreement, pursuant to which, as of the Closing of the Business Combination, the restricted stock units granted thereunder will represent the right to receive 20,000 New PubCo Class A Ordinary Shares, and the vested restricted stock units will be settled in New PubCo Class A Ordinary Shares on a date as soon as practicable following vesting but in no event more than 30 days after vesting. As a result, as of the date hereof the initial shareholders hold an aggregate of 6,305,000 Founder Shares (60,000 of which are held by the Insiders) and Rafael Grisolia holds 20,000 HPX Restricted Stock Units. All share and per-share amounts have been restated to reflect the share capitalization.

On July 20, 2020, HPX consummated its IPO of 25,300,000 units, including the issuance of 3,300,000 units as a result of the underwriter’s full exercise of the over-allotment option. Each unit consists of one HPX Class A Ordinary Share and one-half of one HPX Public Warrant. Each whole HPX Public Warrant entitles the holder to purchase one HPX Class A Ordinary Share at an exercise price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $253,000,000. Substantially concurrent with the closing of the IPO and the sale of the units, HPX completed a private placement of 7,060,000 HPX Private Placement Warrants at a price of $1.00 per warrant, issued to the Sponsor, generating gross proceeds of $7,060,000. Each HPX Private Placement Warrant is exercisable for one HPX Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Proceeds from the sale of the HPX Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account.

Prior to the completion of the IPO, neither HPX, nor anyone on its behalf, had any substantive discussions, formal or otherwise, with any business combination target with respect to a potential business combination with HPX.

As described in the prospectus for the IPO, while we may pursue an initial business combination opportunity in any industry, sector or geographic region, we intend to capitalize on the ability of our management team to identify and complete our initial business combination with a target business in Brazil in an industry in which our management team has previous operational and investment experience or in an industry which would benefit from long-term growth in the Brazilian economy. Additionally, we plan to

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seek a target business in Brazil that has an international expansion plan as part of its overall growth strategy and can leverage our management team’s experience in operating in global markets.

As described in the prospectus for the IPO, the Sponsor, HPX management and their respective affiliates may from time to time be engaged in other business endeavors, including other blank check companies. Prior to the entry into the Business Combination Agreement and the related agreements, neither the Sponsor, HPX management or their respective affiliates has participated in the management or operation of any other blank check company and neither the Sponsor, HPX management or their respective affiliates is participating in the management or operation of any other blank check company that is in the process of searching for a target company. Mr. Bernardo Hees, Co-Chairman of our Board of Directors, was previously the Chief Executive Officer of Burger King Worldwide, Inc. when such entity consummated a business combination in 2012 with a subsidiary of Justice Holdings Limited, a special purpose acquisition company, to list the shares of Burger King Worldwide on the New York Stock Exchange.

HPX’s executive management identified certain general, non-exclusive criteria and guidelines that it believed were important in analyzing prospective target businesses for a business combination. HPX’s executive management has sought a target that it believes:

•

is a leading player or has high-quality assets within the Brazilian economy;

•

is fundamentally sound with historically consistent operational performance and free cash flow generation but is underperforming its potential;

•

exhibits unrecognized value or other characteristics that we believe have been misvalued by the marketplace;

•

is at an inflection point, such as requiring additional capital or expertise, where we believe we can drive improved financial performance;

•

offers opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;

•

has the potential to further improve its performance based on our founders’ knowledge of the target’s industry, proven operational strategies, and past experiences in profitably scaling businesses;

•

has an international expansion plan as part of its overall growth strategy and can leverage our management team’s operational experience in global markets; and

•

offers an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.

Beginning in late July 2020, weekly meetings via video teleconference were held among members of HPX’s management team in order to discuss matters relating to HPX’s initial business combination. Such meetings were intended to allow HPX’s executive management team to discuss updates regarding the status of the evaluation of, and outreach to, potential business combination targets. As described below, HPX’s executive management team actively pursued several potential business combination targets, conducting preliminary due diligence on, having management meetings with and negotiating terms of potential transactions with such potential business combination targets.

Since the completion of its IPO, HPX’s executive management team considered numerous potential target businesses with the objective of consummating its initial business combination. HPX contacted, and was contacted by, numerous individuals and entities with respect to business combination opportunities, including financial advisors and companies in diverse sectors.

In the process that led to identifying Emergencia as an attractive investment opportunity, HPX’s executive management team considered 133 potential business combination targets and made contact with representatives of approximately 40 potential business combination candidates to discuss a potential business combination transaction, having entered into non-disclosure agreements with 31 potential business combination candidates. Further, HPX delivered letters of intent to 13 potential business combination targets, including Emergencia. Ultimately, without foreclosing the possibility of a future business combination with any of these potential targets, HPX did not pursue further a potential transaction with the other potential business combination targets to which it delivered a letter of intent, other than Emergencia, given

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that (i) the potential targets pursued an alternative transaction or strategy, (ii) HPX did not meet the valuation expectations of the potential targets, (iii) HPX determined that the potential target’s business would not be a suitable business combination for HPX based on, among other factors, further due diligence indicating that the potential target’s business did not meet the investment criteria HPX had established and the terms on which the potential targets would be willing to consider a potential transaction or (iv) HPX concluded that, although the potential target’s business may be an attractive business combination opportunity for HPX, a business combination transaction with Emergencia aligned more closely with HPX’s investment criteria as further described elsewhere in this proxy statement/prospectus.

On October 26, 2021, Mr. Piani, Mr. Espírito Santo and Mr. Petersen, representing HPX, were introduced by a representative of Bank of America Merrill Lynch to the opportunity of doing business with Ambipar and its subsidiaries.

Following this conversation, on October 29, 2021, Mr. Piani, Mr. Espírito Santo and Mr. Petersen, representing HPX, requested and held a meeting with the investment banking group at BofA Securities, who covered Ambipar and acted as financial advisor to Ambipar in connection with the Business Combination. In the meeting, the BofA Securities investment banking team provided a detailed overview of Ambipar’s business model and history.

After such initial discussion, representatives of BofA Securities arranged for Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, to meet in person with Tercio Borlenghi Junior, Ambipar’s controlling shareholder and chairman of the board of directors, Thiago da Costa Silva, Ambipar’s chief financial officer, and Alessandra Bessa Alves de Melo, Ambipar’s chief legal officer, and a representative of BofA Securities on November 3, 2021. The meeting was held at Ambipar’s office at Av. Angelica, 2346, 5th floor, City of São Paulo, Brazil. On that occasion, such HPX representatives explained how special purpose acquisition companies work and how the Sponsor’s experience could add value to Ambipar. Ambipar’s representatives presented a detailed company overview, and suggested that there may be a partnership opportunity with HPX in respect of the Emergencia business unit.

On November 24, 2021, Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, and a representative of BofA Securities, had a telephone meeting to discuss a possible business combination involving Emergencia and HPX.

On November 29, 2021, Ambipar obtained the necessary approvals to engage in more detailed discussions about a potential business combination between Emergencia and HPX, following which Ambipar sent a draft non-disclosure agreement to HPX on behalf of its subsidiary Emergencia.

After the review of such agreement and incorporation of comments provided by Skadden, HPX’s legal advisors on U.S. legal matters, who advised HPX in connection with its initial public offering in 2020 and throughout the Business Combination process, the non-disclosure agreement was agreed between HPX and Emergencia and executed by the relevant parties on December 7, 2021.

On December 10, 2021, at the direction of Ambipar, representatives of BofA Securities shared a management information package with HPX, including a company and industry presentation and a business model, in each case related to Emergencia. Upon receipt of this material, HPX’s executive team conducted a thorough analysis of Emergencia’s combined financial statements and business model, concluding that Emergencia had a suitable business model and attractive financial performance.

On December 14, 2021, Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, and representatives of BofA Securities, held a phone call to discuss the business combination process and the information package. The representatives of BofA Securities reiterated Ambipar’s interest to pursue a business combination. Following this conversation, Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, and Mr. Thiago Silva, from Emergencia, held a phone call on December 17, 2021 to schedule for January 13 (i) a site visit of Emergencia’s largest services center located in the city of Nova Odessa, State of São Paulo, Brazil, and (ii) a C-level meeting between HPX and Ambipar.

On December 21, 2021, Mr. Petersen and Mr. Espírito Santo, as representatives of HPX, held a virtual meeting with Ambipar’s CEO Leon Tondowski, its CFO Mr. Silva, its COO Dennys Spencer and a member

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of Ambipar’s board of directors, Yuri Keiserman, to understand Emergencia’s business in more depth and get their perspectives on Emergencia’s services portfolio, quality of operations, international expansion and M&A transactions.

On January 6, 2022, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, held a meeting with Mr. Silva, Ambipar’s CFO, to discuss the financial model of Emergencia.

On January 10, 2022, HPX held an internal investment committee meeting with the presence of the co-Chairmen Mr. Xavier and Mr. Hees and CEO Mr. Piani, during which the participants agreed, in consideration of the work done up to such point, to pursue further negotiations in respect of the investment in Emergencia.

On January 13, 2022, Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, visited Emergencia’s services center located in the city of Nova Odessa, in the State of São Paulo, together with Ambipar’s CFO, Mr. Silva, and its COO, Mr. Spencer. The representatives of HPX concluded the site visit having been able to confirm that Emergencia’s operating knowledge and assets made it a well-positioned company in the emergency, environmental and industrial services sector.

On January 14, 2022, HPX sent BofA Securities a draft non-binding letter of intent (“Emergencia LOI”) with respect to a business combination of HPX with Emergencia. The Emergencia LOI included the following core terms:

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a pre-money enterprise value of Emergencia of R$2,800 million;

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Ambipar to receive New PubCo Class B Ordinary Shares as consideration, which would be entitled to 10 votes per share and in all other respects equal to New PubCo Class A Ordinary Shares;

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Ambipar to be entitled to additional New PubCo earn-out shares, should the income goals set forth in the business plan of Emergencia be met;

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a PIPE financing to be conducted in parallel with the Business Combination raising at least $47 million, which amount would remain subject to further discussion;

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a lock-up of all shares issued as consideration in connection with the proposed business combination to Ambipar and the Sponsor for 12 months, according to the terms described in HPX’s IPO prospectus;

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certain post Business Combination governance provisions;

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offer conditioned upon negotiation of agreements reflecting the terms of the Emergencia LOI, satisfactory conclusion of the due diligence and receipt of all applicable regulatory and stock exchange clearances; and

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Emergencia to prepare its combined financial statements relating to the 2021 fiscal year in accordance with IFRS to be audited in compliance with PCAOB standards.

On the same day, a representative of BofA Securities and Mr. Piani held a conference call to discuss the main terms of the business combination and to clarify and align certain terms of the Emergencia LOI.

On January 25, 2022, HPX received comments on the Emergencia LOI from Ambipar and its advisor in U.S. legal matters, STB, agreeing with the proposed valuation, but proposing, among other things, that (i) a board of directors of up to nine members with two HPX nominees be established in case of a successful business combination, (ii) transaction expenses be subtracted from the defined available cash of the transaction and (iii) an exclusivity period to be agreed applicable to both parties.

On January 26, 2022, Mr. Piani updated Skadden and Credit Suisse on the latest developments concerning the Emergencia LOI and discussed the Ambipar comments to the Emergencia LOI with Skadden.

On January 27, 2022, Mr. Piani, Mr. Espírito Santo and Mr. Petersen, from HPX, held a call with representatives of BofA Securities, to discuss certain provisions of the proposed Emergencia LOI.

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On January 27, 2022, Emergencia retained Mattos Filho as its Brazilian law counsel in connection with the Business Combination.

On January 28, 2022, another call between Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, Mr. Grenfel Calheiros and Mr. Borja Marcos from STB and representatives of BofA Securities, was held to discuss certain terms of the proposed Emergencia LOI, including transaction structure, tax implications, a potential forfeiture of HPX Class B Ordinary Shares in connection with the business combination, the proposed valuation of Emergencia, a minimum cash condition, the contemplated PIPE Financing, the proposed use of proceeds and the post-transaction corporate governance.

On February 2, 2022, Mr. Borlenghi, Ambipar’s controlling shareholder and chairman of its board of directors, Mr. Keiserman, Ambipar’s Head of M&A, and Mr. Hees, Co-Chairman of the HPX Board, met in New York to agree on the final terms of the Emergencia LOI and discuss in depth how HPX and Ambipar could structure their partnership, including, among other things, how HPX and Ambipar through a joint entity could achieve success in the international environmental services market following the business combination. Mr. Borlenghi argued that he saw an opportunity to consolidate the North American emergency response and industrial services market, and Mr. Hees proposed that HPX could contribute by bringing relevant expertise with respect to capital allocation, acquisition integration, human resources best practices, and the internationalization process.

On February 4, 2022, HPX held an extraordinary HPX Board meeting to present the business case in detail to the HPX Board, and resolve on the Emergencia LOI, including the following key terms:

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a pre-money enterprise value of Emergencia equal to R$2.8 billion, equivalent to approximately $509 million, based upon an exchange rate of R$5.50 to US$1.00;

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Ambipar to receive New PubCo Class B Ordinary Shares as consideration in connection with the business combination, which shares entitle the holder to 10 votes per share but are otherwise equal to New PubCo Class A Ordinary Shares to be issued to all other shareholders;

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Ambipar to be entitled to additional New PubCo Class B Ordinary Shares in the form of earn-out shares, equivalent to $110 million as of the date of the Business Combination, based on an exchange rate of R$5.50 to US$1.00, should New PubCo achieve certain adjusted EBITDA goals during a certain period of time following the Business Combination;

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an amount of $300 million in cash to be available on the combined company’s balance sheet as a result of the proposed business combination;

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a minimum cash condition of $150 million;

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a PIPE financing in the amount of $47 million;

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the Sponsor agreeing to vote in favor of the proposed business combination and not to redeem its shares in HPX in advance of or in connection with the closing of the business combination;

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a 12-month lock-up of all New PubCo shares issued as consideration in the proposed business combination to Ambipar and the Sponsor;

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mutual exclusivity provisions for a period ending on the 30th day following the execution of the Emergencia LOI, renewable for 30 additional days;

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offer conditioned upon negotiation of definitive agreements to reflect terms of the Emergencia LOI, and the satisfactory conclusion of the due diligence process;

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Emergencia to prepare its combined financial statements relating to the 2021 fiscal year in accordance with IFRS to be audited in compliance with PCAOB standards;

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a post-Business Combination board of directors consisting of up to nine directors, subject to the terms and conditions of the Proposed Governing Documents; and

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certain conditions to the consummation of the business combination, including shareholder approvals and other customary matters, such as the receipt of applicable regulatory and stock exchange clearances, and the satisfactory conclusion of the due diligence process.

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On February 8, 2022, the Emergencia LOI was signed. HPX discontinued the pursuit of other potential acquisition targets. The potential business combination with Emergencia met the primary investment criteria that had been identified by HPX’s management, as more fully described elsewhere in this proxy statement/prospectus. For additional information, see “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX Board’s Reasons for Approval of the Business Combination.”

On February 9, 2022, following the execution of the Emergencia LOI, Mr. Piani, Mr. Espírito Santo and Mr. Petersen of HPX, representatives of BofA Securities, and Mr. Silva, Ambipar’s CFO, discussed the next steps to pursue the transaction, including a timetable and an initial working group for the project.

On February 13, 2022, HPX shared a customary and extensive due diligence request list with Emergencia. The due diligence list requested the provision of relevant information relating to Emergencia and its subsidiaries, including, among other things, charter documents, information regarding real estate and leasehold properties owned or leased, documentation related to business and operational matters, material agreements with and commitments to customers, suppliers and service providers, information regarding employment matters, information with respect to loans, borrowings and other relevant financial transactions and instruments, information regarding legal proceedings, disputes and investigations, information with respect to intellectual property, information regarding insurance policies, information on regulatory concessions, licenses, permits and approvals, including documentation related to environmental matters, information regarding the information technology systems, information on anti-money laundering, anti-bribery and compliance policies.

On February 14, 2022, PwC was engaged by HPX to assist in connection with the financial due diligence of Emergencia, with a specific focus on analyzing Emergencia’s earnings and potential tax and labor liabilities, based on PwC’s expertise and its review of materials provided by Emergencia throughout the due diligence process. PwC was not asked or engaged and did not prepare any report, opinion or appraisal materially related to the Business Combination, including with respect to the consideration or the fairness of the consideration to be offered in the Business Combination or the fairness of the transaction, and was not asked to and did not take any conclusions resulting from its efforts in assisting HPX in connection with the financial due diligence of Emergencia.

On February 15, 2022, Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, Ambipar’s CFO, Mr. Silva, its COO, Mr. Spencer and representatives of BofA Securities met for another round of questions and answers in respect of Emergencia’s business.

On February 16, 2022, the parties established a weekly steering call, with the presence of Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, Mr. Thiago Silva, Ms. Alessandra Bessa and Ms. Ana Paula Gomes of Ambipar and their respective advisors to discuss the proposed business combination and related documentation contemplated in the Emergencia LOI.

On February 16, 2022, HPX engaged BRZ to advise on Brazilian law related matters in connection with the Business Combination, including to conduct a customary documentary legal due diligence in respect of Emergencia and its Brazilian subsidiaries. BRZ was not asked or engaged and did not prepare any report, opinion or appraisal materially related to the Business Combination, including with respect to the consideration or the fairness of the consideration to be offered in the Business Combination or the fairness of the transaction, and was not asked to and did not take any conclusions resulting from its efforts in assisting HPX in connection with the legal due diligence of Emergencia. Between February 16, 2022 and May 11, 2022, BRZ conducted its legal due diligence, reviewing the documents and information made available by Emergencia and its advisors in a virtual data room in response to the diligence request list as well as to written and oral follow-up requests. BRZ’s due diligence comprised the review and analysis of Emergencia’s material corporate documents, material contracts, relevant civil, labor and tax litigation matters, and relevant real estate, intellectual property, data protection, compliance and insurance matters, as well as the discussion and clarification of questions relating to the documentation with representatives of and by Emergencia in numerous telephone calls and emails between February 16, 2022 and April 27, 2022.

On February 18, 2022, KPMG, acting as structure and tax advisor to Ambipar, hosted a call to discuss and define the main structure and steps to be taken in connection with the business combination.

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On February 22, 2022, Messrs. Hees, Piani and Xavier of HPX, and Ambipar’s controlling shareholder, Mr. Borlenghi, its Head of M&A, Mr. Keiserman, and its CFO, Mr. Silva, held a meeting to discuss the governance structure of New PubCo after the conclusion of the business combination. On the same day, another meeting between Mr. Piani, Mr. Espírito Santo and Mr. Petersen, as representatives of HPX, Ambipar’s COO, Mr. Spencer, its CFO, Mr. Silva, and its Head of M&A, Mr. Keiserman, was held to discuss specifically Emergencia’s acquisition pipeline, historical performance and integration status of companies Emergencia acquired in the past.

On February 23, 2022, a meeting among Messrs. Xavier and Piani of HPX, and Ambipar’s controlling shareholder, Mr. Borlenghi, was held to discuss the proposed valuation of Emergencia and the timeline of the transaction, among other key points related to the Business Combination.

On February 23, 2022, a call was held among Mr. Piani, Mr. Espirito Santo, and Mr. Petersen, of HPX, Mr. Silva and Ms. Bessa, of Emergencia, representatives of BofA Securities, Mr. Eduardo La Pena, of Credit Suisse, Ambipar’s and HPX’s respective tax and legal advisors, as well as BDO, Ambipar’s independent auditor, PwC, and KPMG, to discuss the transaction structure, considering tax matters, U.S. and Brazilian legal matters as well as other matters related to the Business Combination. In addition, the group addressed the due diligence status and process, including the progress to populate the virtual data room, and the status and process of the preparation of marketing materials and Emergencia’s combined financial statements. As described in “Summary of the Proxy Statement/Prospectus — Recent Developments,” Credit Suisse subsequently resigned and withdrew from its role as placement agent with respect to the PIPE Financing and shareholders should not place any reliance on the participation of Credit Suisse in the transactions contemplated by this proxy statement/prospectus.

On February 25, 2022, representatives of BofA Securities shared with Emergencia, HPX and their respective advisors a revised draft transaction structure prepared by KPMG, reflecting the February 23, 2022 discussions.

On February 26, 2022, HPX engaged GT to conduct a customary documentary legal due diligence in respect of Emergencia’s subsidiaries located outside of Brazil, in particular the subsidiaries incorporated in Chile, the United States, the United Kingdom and Canada. GT was not asked or engaged and did not prepare any report, opinion or appraisal materially related to the Business Combination, including with respect to the consideration or the fairness of the consideration to be offered in the Business Combination or the fairness of the transaction, and was not asked to and did not take any conclusions resulting from its efforts in assisting HPX in connection with the legal due diligence of Emergencia.

On March 2, 2022, Mr. Piani, Mr. Espirito Santo and Mr. Petersen of HPX, Mr. Silva of Emergencia and their respective legal and financial advisors held a call to further discuss the transaction structure and tax impacts.

HPX’s and Emergencia’s executive teams as well as their respective financial and legal advisors agreed to regular calls to continue and advance the discussions of the Business Combination, including drafts of the Business Combination Agreement and ancillary documents, this proxy statement/prospectus and due diligence and related matters, and between March 4, 2022 and May 11, 2022, at least 10 meetings were held between such parties.

On March 4, 2022, GT shared with Emergencia a customary and extensive due diligence request list relating to the international legal due diligence. The due diligence list requested the provision of relevant information relating to Emergencia’s subsidiaries located outside of Brazil, including, among other things, the relevant charter documents, information on equity ownership, material contracts and governing documents. GT conducted its legal due diligence, reviewing the documents and information made available by Emergencia and its advisors in a virtual data room in response to the diligence request list as well as to written and oral follow-up requests. GT’s due diligence comprised the review and analysis of the relevant documentation, as well as the discussion and clarification of questions relating to the documentation with representatives of and by Emergencia in telephone calls and emails.

Between March 5, 2022 and March 17, 2022, STB and Skadden discussed the list of risk factors to be disclosed in the PIPE Financing marketing materials and in this proxy statement/prospectus.

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On March 11, 2022, representatives of BofA Securities shared a revised transaction structure prepared by KPMG, with which all working group participants agreed.

On March 16, 2022, representatives of BofA Securities sent a first draft of the marketing materials to Emergencia’s and HPX’s executive management teams and their respective legal and tax advisors. Subsequently, representatives of BofA Securities, Skadden, BRZ, STB and Mattos Filho exchanged numerous drafts of the marketing presentations, agreeing on a final form of the teaser on March 25, 2022.

Between March 16, 2022 and March 18, 2022, STB and Skadden discussed and agreed on a list of the documents that would need to be prepared in connection with the Business Combination and also a responsibility chart allocating which firm would prepare the first draft of each document.

Between and around March 16, 2022 and March 24, 2022, representatives of BofA Securities, Credit Suisse, HPX, Emergencia, Skadden, STB, BRZ, Mattos Filho and Shearman, Credit Suisse’s and BofA Securities’ legal advisor, discussed and exchanged various drafts of wall-cross scripts to be used by BofA Securities and Credit Suisse as placement agents in connection with the PIPE Financing. As described in “Summary of the Proxy Statement/Prospectus — Recent Developments,” Credit Suisse subsequently resigned and withdrew from its role as placement agent with respect to the PIPE Financing and shareholders should not place any reliance on the participation of Credit Suisse in the transactions contemplated by this proxy statement/prospectus.

On March 27, 2022, Skadden sent STB an initial draft of the Subscription Agreement.

On March 28, 2022, Skadden and STB agreed on a final form of the Non-Disclosure and Standstill Agreement to be entered into with the potential PIPE Investors that agreed to receive certain information relating to Emergencia, which might be considered material non-public information.

Beginning on March 25, 2022, BofA Securities and Credit Suisse, as placement agents in connection with the PIPE Financing, began contacting a limited number of prospective PIPE Investors, each of which agreed to maintain the confidentiality of the information received pursuant to customary over-the-wall procedures, to discuss Emergencia, the proposed Business Combination and the PIPE Financing and to determine such investors’ potential interest in participating in the PIPE Financing. The prospective PIPE Investors were selected by HPX and Emergencia, taking into account eventual previous interactions in connection with Emergencia’s investor engagements, as well as inputs from the placement agents, who had pre-existing relationships with certain of the potential PIPE investors. Certain of the prospective PIPE Investors or their affiliates were existing shareholders of HPX pursuant to prevailing Form 13G filings. No prospective investors in the PIPE Financing were affiliated with the underwriter of HPX’s IPO. Certain of the prospective PIPE Investors also were existing holders of equity or debt securities, as applicable, of Ambipar and/or Emergencia.

Beginning on March 28, 2022, and throughout the week of July 5, 2022, HPX’s executive management team and representatives of BofA Securities and Credit Suisse participated in various video-conference meetings with prospective PIPE investors. On March 30, 2022, Skadden sent Emergencia and its legal and financial advisors an initial draft of the Business Combination Agreement, reflecting the terms of the Emergencia LOI.

On April 5, 2022, the executive management teams of both HPX and Emergencia agreed that the New PubCo board of directors would consist of nine directors (which agreement was later changed as further described below). At that point in time, the parties had agreed that the initial composition of New PubCo’s board of directors would be comprised of (i) seven individuals to be designated by Ambipar and (ii) two individuals to be designated by the Sponsor, in each case, in accordance with, and subject to, the terms and conditions of the Proposed Governing Documents. At this point in time, New PubCo’s executive team following the Closing was expected to be comprised of Mr. Keiserman, as Chief Executive Officer, and Mr. Espírito Santo, as Chief Financial Officer.

On April 5, 2022, STB sent Skadden initial drafts of the Voting and Supporting Agreement, the Investor Rights Agreement and the Contribution Agreement.

On April 6, 2022, Skadden sent STB a first draft of the Non-Redemption Agreement. On the same day, an updated and revised version of the road show investor presentation was agreed.

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On April 12, 2022, a call was held among representatives of HPX and Genome Fund Inc. to discuss the deal terms and structure and de-SPAC transactions generally, as well as closing mechanics of the PIPE investment.

On April 13, 2022, a call was held among representatives of HPX and Turim Multi-Family office, representing Tuchola Investments Inc. and Gannett Peek Limited. The discussion addressed topics such as the business case for Emergencia, the deal terms and structure of the Non-Redemption Agreement, Subscription Agreement, and the Business Combination as well as the additional securities that would be granted to the Non-Redeeming Shareholders as an incentive not to redeem their HPX Class A Ordinary Shares.

On April 13, 2022, STB sent Skadden a revised draft of the Business Combination Agreement that proposed revisions to the covenants and representations and warranties of each party under the Business Combination Agreement, among others.

From April 12 to April 14, 2022, Mr. Piani, Mr. Espirito Santo, and Mr. Petersen, as representatives of HPX, and certain representatives of Ambipar, including Mr. Silva, Mr. Spencer and Mr. Keiserman, led investors on site visits to the training ground and services center of Emergencia in Nova Odessa, in the State of São Paulo state, Brazil.

On April 19, 2022, Emergencia held meetings with PIPE Investors during which Mr. Jorge Carrasco, Ms. Shannon Riley and Mr. Martin Lehane were introduced to PIPE Investors and presented business perspectives for their respective regions of North America and Europe, as well as held a Q&A session with these investors.

On April 20, 2022, Skadden sent a draft of the Investor Rights Agreement to STB proposing changes to the deadlines by which New PubCo would need to file shelf registration statements following the Business Combination.

On April 21, 2022, Skadden and STB discussed the parties to the Investor Rights Agreement. On the same day, Skadden reviewed the Business Combination Agreement and proposed adjustments to the concepts of net debt and equity value included therein.

On April 22, 2022, Skadden and STB exchanged drafts of the Sponsor Letter Agreement, confirming the number of HPX shares and warrants to be forfeited by the Sponsor in connection with the closing of the business combination.

During the week of April 25, 2022, Ambipar and HPX reviewed the budget of Emergencia and its subsidiaries for 2022 and discussed the sales and cost prospects for the year.

On April 28, 2022, STB sent a draft of the Proposed Governing Documents to Skadden, which included the proposed post-Business Combination governance structure of New PubCo.

On March 30, 2022, a call was held among Mr. Piani, Mr. Espirito Santo, Mr. Petersen of HPX and Mr. Marcos Peixoto, Mr. Raul Cavendish, Mr. Rodrigo Dias of XP where the participants discussed the business and investment case for Emergencia, and how XP could support the deal through a PIPE investment. On April 13, 2022 another virtual meeting was held between Mr. Piani, Mr. Espirito Santo, Mr. Petersen of HPX, Mr. Marcos Peixoto, Mr. Raul Cavendish, Mr. Rodrigo Dias of XP, and Mr. Keiserman, Mr. Spencer and Mr. Silva from Ambipar, where HPX and Ambipar described in further detail the transaction, including financials, valuation and the North American market case for Emergencia. On April 29, 2022, XP sent Skadden comments to the Subscription Agreement and the Non-Redemption Agreement, which related to the representations and warranties, closing conditions, terms of termination and tax provisions included therein.

On April 4, 2022, an in-person meeting was held among Mr. Piani and Mr. Petersen of HPX and Mr. Alexandre Coelho of Opportunity Agro Fund where the participants discussed the business and investment case for Emergencia, and how Opportunity Agro Fund could support the deal through a PIPE investment. On April 7, 2022, Mr. Piani from HPX, Mr. Keiserman, Mr. Spencer and Mr. Silva from Ambipar, and Mr. Coelho and Mr. Guilherme Laport from Opportunity Agro Fund held another meeting during which representatives of HPX and Ambipar described in further detail the transaction, including financials,

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valuation and the North American market case for Emergencia. On April 19, 2022, Mr. Petersen from HPX, along with Mr. Coelho and Mr. Laport, from Opportunity Agro Fund, visited the Nova Odessa site from Ambipar guided by Mr. Keiserman, Mr. Silva and Mr. Spencer. On the same day, Opportunity Agro Fund representatives held a meeting with Ms. Riley and Mr. Carrasco to discuss the North America business, and with Mr. Lehane to discuss the Europe business. On April 26, 2022, Mr. Hees and Mr. Petersen from HPX had a call with Mr. Azevedo, Mr. Laport, and Mr. Coelho, to discuss Mr. Hees’s involvement with Emergencia and view of the business. On the same day, Mr. Laport, Mr. Coelho, and Mr. Victor Almeida from Opportunity Agro Fund held a virtual meeting with Mr. Borlenghi from Ambipar, to discuss Emergencia’s growth, acquisition strategy, venture into the North American market, and partnership with HPX. On May 3, 2022, Mr. Piani, Mr. Petersen and Mr. Espirito Santo had a meeting in person with Mr. Almeida, Mr. Coelho and Mr. Laport to discuss Emergencia’s budget by region, and the SPAC instrument and particularities versus a traditional IPO. On May 19, 2022, Mr. Piani, Mr. Espirito Santo, Mr. Petersen from HPX, and Mr. Coelho, Mr. Almeida and Mr. Laport from Opportunity Agro Fund held a meeting where Opportunity Agro Fund asked for an adjustment in equity value considering the current net debt at that moment, and an increased subscription by Ambipar in connection with the PIPE Financing as the two conditions to pursue the deal. On June 11, 2022, Mr. Piani from HPX and Mr. Azevedo, from Opportunity Agro Fund, had a call where Opportunity Agro Fund confirmed its interest in anchoring the transaction through a PIPE investment, subject to negotiations. On June 15, 2022, Skadden, STB, HPX and Opportunity Agro Fund representatives held a conference call to discuss the main transaction documents and a working schedule to analyze and sign the documents during the following weeks. During the following weeks, until July 5, 2022, various meetings were held between Opportunity Agro Fund, Ambipar and HPX, as well as the legal advisors Skadden and STB, to discuss documents. A final agreement was reached on July 5, 2022.

On March 29, 2022, a representative of BofA Securities, at the direction of Ambipar, contacted Mr. André Lima from Constellation to schedule a meeting between Constellation and HPX. On March 30, 2022 a meeting was held among Mr. Xavier , Mr. Piani, Mr. Espirito Santo, Mr. Petersen of HPX and Mr. Florian Bartunek and Mr. Lima of Constellation, where the participants discussed the business and investment case for Emergencia, and how Constellation could support the deal through a PIPE investment. On April 8, 2022, another meeting was held between Mr. Piani, Mr. Espirito Santo of HPX, Mr. Bartunek, Mr. Lima, Mr. Sergio Pinheiro, Mr. Boris Spocznik of Constellation, and Mr. Keiserman, Mr. Spencer and Mr. Silva from Ambipar, where HPX and Ambipar described in further detail the transaction, including financials, valuation and the North American market case for Emergencia. On April 14, 2022, Mr. Petersen from HPX, Mr. Lima from Constellation, visited the Nova Odessa site from Ambipar guided by Mr. Keiserman, Mr. Silva and Mr. Spencer. On April 18, 2022, Mr. Petersen and Mr. Espirito Santo held a virtual meeting with Mr. Lima, Mr. Pinheiro and Mr. Spocznik to explain the SPAC vehicle and the typical de-SPAC process. On April 18, 2022, Skadden, HPX and Constellation held an introductory call to discuss the deal structure and main terms of the Business Combination Agreement which was being drafted at that point. On April 19, 2022, Ms. Riley, Mr. Carrasco, and Mr. Lehane, from Ambipar, and Mr. Lima, Mr. Pinheiro, and Mr. Spocznik held a videoconference to discuss the prospects for Emergencia’s business in North America and Europe. On April 28, 2022 Constellation confirmed the interest in subscribing to the PIPE, subject to the evaluation of the contracts and deal structure. On April 28, 2022, another call was held among, HPX, Constellation and Skadden to discuss the deal terms and structure and de-SPAC transaction generally, as well as closing mechanics of the PIPE investment. On June 24, 2022, considering that the structure of the Business Combination and the draft Business Combination Agreement were substantially complete, Constellation and HPX held a meeting to confirm the investment commitment of Constellation considering the final most probable structure.

Between March 30, 2022 and June 24, 2022, a number of calls were held between HPX and each of the Non-Redeeming Shareholders, including among others Cygnus Fund Icon, to discuss the deal terms and structure of the Non-Redemption Agreements and the Business Combination. These shareholders were part of the HPX shareholders base already.

On May 3, 2022, Skadden prepared a first version of the HPX disclosure letter pursuant to the Business Combination Agreement, in which HPX discloses certain information related to the Business Combination Agreement, in particular for disclosure carve-outs related to the representations included in the Business Combination Agreement.

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On May 3, 2022, Skadden and STB also discussed the outstanding Restricted Stock Units granted to Mr. Grisolia and which amendments would be required to the Restricted Stock Unit Award Agreement in view of the Business Combination. On May 4, 2022, Skadden sent STB a draft of the amendment to the Restricted Stock Unit Award Agreement and a related draft provision to be included in the draft Business Combination.

On May 3, 2022, Maples shared first drafts of the First Plan of Merger and the Second Plan of Merger, following which, on May 4, 2022, Skadden sent comments to STB, Maples and Carey Olsen.

On May 6, 2022, STB and Skadden discussed transaction documentation status, including initiating the drafting of a Cost Sharing Agreement, pursuant to which Ambipar would agree to provide certain shared administrative services to Emergencia and certain subsidiaries of Emergencia following the closing of the business combination. On the same day, STB and Skadden exchanged comments to the draft Proposed Governing Documents. STB also sent Skadden a revised draft of the Investor Rights Agreement, which revised draft reflected, among other things, necessary changes as a result of the amendment to the Restricted Stock Unit Award Agreement entered into with Mr. Grisolia.

On May 7, 2022, STB sent HPX and Skadden comments to the draft Business Combination Agreement, which, among other things, proposed amendments to the representations and warranties, information related to New PubCo and Merger Sub as well as amendments to the merger timing and mechanics.

On May 9, 2022, Skadden and Maples discussed matters related to Cayman Islands rules and regulations and how such considerations would impact the Business Combination and the provisions included in the Business Combination Agreement, including whether time stamps could be obtained from the Cayman Islands Registry of Commerce in connection with the closing of the business combination as well as the composition of the New PubCo board of directors. On the same day, STB sent Skadden a term sheet of a shared services agreement, which would later serve as a basis for the Cost Sharing Agreement.

On May 10, 2022, Mattos Filho sent a first draft of the Emergencia disclosure letter pursuant to the Business Combination Agreement.

On May 11, 2022, certain PIPE Investors requested that HPX and Emergencia make certain adjustments to the terms of the transaction, including adjustments to the valuation of Emergencia, which such PIPE Investors understood to be too high, and certain governance terms. Such requests were discussed between Mr. Carlos Piani, Mr. Rafael Santo, Mr. Pedro Petersen, as representatives of HPX, certain representatives of Ambipar, including Mr. Tercio Borlenghi Junior and Mr. Thiago da Costa Silva, and certain representatives of BofA Securities. Such participants analyzed the possibility of adjusting Emergencia’s valuation and accommodating such PIPE Investors’ demands in order to attract a higher PIPE investment amount.

On May 11, 2022, STB also provided comments on the draft Sponsor Letter Agreement, suggesting comments to the tax provisions and proposing that a number of HPX Private Placement Warrants held by Sponsor be forfeited and cancelled.

On May 13, 2022, Maples and Skadden discussed comments to the Proposed Governing Documents, including, among other things, the Sponsor’s and Ambipar’s rights to appoint members to the New PubCo board of directors.

On May 14, 2022, BRZ and GT sent Mattos Filho and STB initial comments to the Emergencia disclosure letter in view of their diligence findings. Between May 14, 2022 and July 5, 2022, BRZ and GT continued to conduct legal due diligence based on the documents and information made available by Emergencia and its advisors in the virtual data room and through numerous email exchanges and phone calls. The scope of the due diligence included, among others, the review and analysis of Emergencia’s corporate documents, relevant contracts, civil litigation, labor and tax litigation, real estate, intellectual property, data protection, compliance and insurance in Brazil, the UK, US, Ireland, Peru, Colombia and Chile and the other countries in which Emergencia and its subsidiaries operate.

During the week of May 16, 2022, HPX continued to have discussions with Opportunity Agro Fund and the other PIPE Investors about the terms of their investment and the business combination, including the possibility of granting certain downside protection rights in case the PIPE Investors’ investment would

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underperform a certain benchmark return over a certain period of time following the closing of the business combination. For more information see, “Certain Agreements Related to the Business Combination — Downside Protection Agreements.” HPX and Opportunity Agro Fund then agreed on the general terms of such protection mechanism to be offered to all PIPE Investors and non-redeeming shareholders. HPX and Skadden started preparing a first draft of the downside protection agreement.

In addition, on May 17, 2022, BRZ summarized its key findings to HPX. Pursuant to the summary, prepared in connection with the legal due diligence review, HPX was able to satisfactorily confirm the ownership of Emergencia and its Brazilian subsidiaries. Furthermore, HPX evaluated these findings and concluded that no relevant legal risks or undisclosed legal contingencies of such entities were revealed in the documentary legal due diligence.

Furthermore, on May 17, 2022, Carey Olsen confirmed the incorporation of each of New PubCo and Merger Sub, effective as of May 3, 2022, and sent the relevant incorporation documentation.

On May 19, 2022, GT summarized its key findings to HPX. Pursuant to the summary, prepared in connection with the documentary legal due diligence, HPX was able to satisfactorily confirm the ownership of Emergencia’s non-Brazilian subsidiaries. Furthermore, HPX evaluated these findings and concluded that no relevant legal risks or undisclosed legal contingencies relating to the non-Brazilian subsidiaries of Emergencia were revealed in the documentary legal due diligence.

On June 8, 2022, following negotiations between representatives of Ambipar, the Sponsor and Opportunity Agro Fund, the relevant parties agreed to certain changes to the terms of the Business Combination, including:

•

Ambipar would retain its right to an earn-out consideration of an additional 11,000,000 newly issued New PubCo Class B Ordinary Shares, according to the following terms: (i) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $17.00 over any 20 trading days (as defined in the Business Combination Agreement) within any consecutive 30 trading day period, 50% of the Earn-Out Shares will be issued; and (ii) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, the remaining 50% of the Earn-Out Shares will be issued;

•

A lock-up period of three years for Ambipar and the Sponsor;

•

Certain downside protection rights granted to PIPE Investors and non-redeeming shareholders pursuant to certain downside protection agreements;

•

Revised terms to be reflected in the subscription agreements and non-redemption agreements pursuant to which certain PIPE Investors and non-redeeming shareholders would also be entitled to 0.044 additional New PubCo Class A Ordinary Shares for each New PubCo Class A Ordinary Share subscribed or HPX Class A Ordinary Share not redeemed, as the case may be;

•

Opportunity Agro Fund subscribing to and purchasing 10 million New PubCo Class A Ordinary Shares for $100 million, while receiving for no additional consideration an additional 2.28 million New PubCo Warrants and 1.8 million New PubCo Class A Ordinary Shares from the Sponsor;

•

Ambipar agreeing to convert the amount equivalent to $32 million in Brazilian reais of its intercompany loan granted to Emergencia under the Ambipar Intercompany Loan Agreement into new shares of New PubCo at the closing of the business combination, as well as to enter into a formal agreement for the remaining amount loaned under the Ambipar Intercompany Loan Agreement.

Following these negotiations, on June 9, 2022, the executive management teams of both HPX and Emergencia agreed that the New PubCo board of directors would consist of seven directors. The initial composition of New PubCo’s Board of Directors would be comprised of (i) five individuals to be designated by Ambipar, one of whom shall qualify as “independent” under Rule 10A-3 of the Exchange Act, (ii) one individual to be designated by the Sponsor who shall also qualify as “independent” under Rule 10A-3 of the Exchange Act and (iii) one individual to be designated by Opportunity Agro Fund. It was also agreed that New PubCo’s executive team following the Closing would be expected to be comprised of Yuri Keiserman as

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Chief Executive Officer, Rafael Santo as Chief Financial Officer, Guilherme Borlenghi as Chief Operational Officer, Pedro Petersen as Chief Investor Relations Officer, Dennys Spencer as President Brazil, Pablo Pinochet as President Latin America, Shannon Riley as President North America, and Martin Lehane as President Europe. Other than these discussions regarding the directors and the members of the executive management team of New PubCo, prior to the entry into the Business Combination Agreement and the related agreements, neither HPX’s management nor any persons affiliated with HPX have engaged in any discussions involving continuing employment or involvement for any persons affiliated with HPX in the management of New PubCo following the Closing.

On June 10, 2022, Skadden and HPX revised the terms of the Proposed Governing Documents to reflect the above-described terms relating to the appointment of directors and the size of the board of directors of New PubCo.

On June 13, 2022, Skadden sent STB a revised draft of the Business Combination Agreement that reflected the discussions between the parties in relation to the Ambipar Intercompany Loan Agreement and the related debt-to-equity conversion, the earn-out shares granted to Ambipar and the downside protection rights granted to PIPE Investors and non-redeeming shareholders. That same day, Skadden and STB held a meeting in which they discussed such updates and the terms of the downside protection agreements. Following such meeting, Skadden sent STB the revised Proposed Governing Documents, contemplating the discussed amendments to New PubCo’s governance.

Between June 13, 2022 and July 5, 2022, representatives of HPX, Ambipar and the other parties to the Business Combination Agreement, along with their respective counsels, continued to revise the Business Combination Agreement and the ancillary agreements in order to further reflect and refine the commercial positions agreed on between HPX, Ambipar and Opportunity Agro Fund.

Between June 13, 2022 and July 5, 2022, the parties finalized the following agreements (i) the Cost Sharing Agreement, including the list of subsidiaries of Emergencia that would benefit from the administrative services to be provided by Ambipar thereunder; (ii) the Ambipar Intercompany Loan Agreement, through which Ambipar agreed to the partial conversion of $50.5 million debt owed to it by Emergencia into equity of New PubCo, (iii) a term sheet for the New PubCo post-Closing equity incentive plan to be attached to the Business Combination Agreement; (iv) the Contribution Agreement; (v) the Voting and Support Agreement; and (vi) the Sponsor Letter Agreement.

On June 14, 2022, Skadden and STB finalized the amendment to the Restricted Stock Unit Award Agreement and the amendment was sent to HPX and Mr. Grisolia.

On May 17, 2022 and June 15, 2022, PwC summarized and updated the findings of its financial due diligence of Emergencia to HPX. HPX and Ambipar discussed certain matters addressed in such summary, including how to account for certain transactions and the potential effects of such accounting on Emergencia’s results. Furthermore, HPX evaluated these findings and concluded that no relevant undisclosed financial liabilities, including tax or labor liabilities were discovered in the financial due diligence. Furthermore, in connection with its financial due diligence, PwC reviewed Emergencia’s quality of earnings and was able to satisfactorily confirm and substantiate virtually all of Emergencia’s reported EBITDA, net debt position and working capital. HPX evaluated and discussed some limitations in PwC’s review as well as certain potential adjustments to such figures reviewed by PwC, which adjustments would not materially impact Emergencia’s cash flow, and HPX concluded that there were no material reasons that would require an adjustment by HPX of Emergencia’s valuation.

Between June 16, 2022 and July 5, 2022, HPX, Ambipar and their respective advisors negotiated the terms of the Subscription Agreements with the PIPE Investors, including two agreements with Ambipar and with Opportunity Agro Fund, which would contain different terms (as described elsewhere in this prospectus/proxy statement). On June 20, 2022, STB provided a first draft of the Ambipar Subscription Agreement, pursuant to which Ambipar would commit to subscribe for and purchase a certain number of New PubCo Class B Ordinary Shares against payment, in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement, and Skadden provided a first draft of the Opportunity Subscription Agreement pursuant to which Opportunity Agro Fund would commit to subscribe for and purchase a certain number of New PubCo Class A Ordinary Shares.

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On June 17, 2022, Maples provided comments to the Business Combination Agreement regarding the timing of the First and Second Mergers, confirming that the Cayman Islands Registrar of Companies could provide effective time stamps to the merger certificates, thereby allowing both mergers in connection with the Business Combination to occur on the Closing Date.

On June 17, 2022 and June 18, 2022, Skadden sent updated drafts of the Sponsor Letter Agreement to Maples and to STB, respectively, contemplating certain comments to the tax provisions included therein.

On June 18, 2022, Skadden sent a first draft of the downside protection agreement to STB.

On June 18, 2022, GT provided comments to the Business Combination Agreement related to Canada, US and UK legal considerations and diligence-related findings.

On June 19, 2022, Skadden sent to STB a revised draft of the Subscription Agreement and the Non-Redemption Agreement, which reflected, among others, the existence and certain terms of the downside protection agreement and the additional securities to be issued to each signatory of such agreements upon Closing. Simultaneously, Skadden sent a first draft of the XP Non-Redemption Agreement to STB, reflecting the specific terms agreed on with XP.

On June 19, 2022, Ambipar and HPX had a call in which they re-confirmed that the benefits of the downside protection agreement would be available to all non-redeeming holders as well and that the agreement would include an option of Ambipar to purchase the relevant shareholders New PubCo Class A Ordinary Shares, among other matters. Skadden reflected these changes to the downside protection agreement in the draft circulated the following day.

On June 20, 2022, STB sent a revised draft of the Investor Rights Agreement that reflected the existence and certain terms of the Ambipar Subscription Agreement. STB also provided revised drafts of the Non-Redemption Agreement, the XP Non-Redemption Agreement and the Subscription Agreements, including the Ambipar Subscription Agreement, reflecting further discussions in relation to the downside protection agreement, the Ambipar Intercompany Loan Agreement between Ambipar and Emergencia, among other changes.

On June 21, 2022, in anticipation of a potential signing of the Business Combination Agreement, Skadden and STB exchanged drafts of HPX’s 8-K and press release to be filed and/or published, as applicable, upon the signing of the Business Combination Agreement and ancillary documentation.

On June 23, 2022, following an online meeting with representatives of the XP Non-Redeeming Shareholder, and Carlos Piani, Rafael Santo and Pedro Petersen, as representatives of HPX, the XP Non-Redeeming Shareholder and HPX agreed, among other things, to amend the terms of the XP Non-Redemption Agreement so that the XP Non-Redeeming Shareholder would only receive a certain number of additional New PubCo Warrants and New PubCo Class A Ordinary Shares if they vote a certain number of its HPX Class A Ordinary Shares in favor of the Business Combination and did not redeem such shares at such meeting, but had no obligation to do so. On the following day, Skadden prepared a first draft of the downside protection agreement for the XP Non-Redeeming Shareholder.

On June 23, 2022, Skadden sent STB a revised draft of the Investor Rights Agreement, contemplating Opportunity Agro Fund’s request to amend the lock-up provisions, namely that any waiver of the lock-up restrictions relating to the Sponsor’s shares in New PubCo would also require the consent of Opportunity Agro Fund.

On June 24, 2022, Opportunity Agro Fund confirmed that it had reviewed the revised drafts of the Subscription Agreement, the Business Combination Agreement, the Proposed Governing Documents, the Investor Rights Agreement and the downside protection agreement, provided comments to such documents and raised other questions relating to the Business Combination in general. Between June 24, 2022 and June 27, 2022, Emergencia, HPX and their respective advisors discussed and prepared responses to Opportunity Agro Fund’s comments to the Business Combination documents. Over the weekend of June 26 and 27, 2022, HPX and Emergencia discussed the commercial points raised by Opportunity Agro Fund.

On June 25, 2022, STB provided comments to the draft Proposed Governing Documents and Business Combination Agreement to reflect the above-described discussions with Opportunity Agro Fund.

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Between June 27, 2022 and June 28, 2022, STB and Skadden exchanged comments to drafts of the downside protection agreement relating to the ability to broker multiple block trades and host investor meetings, among other things, the Investor Rights Agreement relating to the creation of a New PubCo executive committee, the Proposed Governing Documents and the Opportunity Subscription Agreement.

On June 28, 2022, HPX, Skadden, STB and the legal team of Opportunity Agro Fund also held a call to discuss the remaining questions that Opportunity Agro Fund had in respect of the draft Business Combination Agreement and ancillary agreements.

On June 29, 2022, Skadden and STB discussed amendments to the draft Investor Rights Agreement, Proposed Governing Documents and Opportunity Subscription Agreement, and sent the relevant revised drafts to Opportunity Agro Fund for their review. On June 30, 2022, Skadden sent Opportunity Agro Fund the draft Business Combination Agreement and downside protection agreement, as reviewed and revised by Skadden and STB.

On June 29, 2022, PwC summarized additional results of its tax and labor due diligence on Emergencia’s operations in Chile to HPX. No relevant undisclosed financial liabilities, including tax or labor liabilities, of Emergencia’s operations in Chile were discovered in the tax and labor due diligence.

In anticipation of signing, between July 1, 2022 to July 5, 2022, Skadden, STB, HPX, Emergencia and Opportunity Agro Fund exchanged in further discussions and revisions of the Business Combination Agreement, Non-Redemption Agreements, Downside Protection Agreements, Sponsor Letter Agreement, Opportunity Subscription Agreement and the Proposed Governing Documents. Skadden, STB, HPX, Emergencia and Opportunity Agro Fund had several calls on July 4, 2022 and July 5, 2022 to discuss any outstanding items and prepare all relevant documents for execution.

On July 5, 2022, Emergencia, Ambipar, HPX, the non-redeeming HPX shareholders and the PIPE Investors agreed on certain matters, including:

•

Ambipar agreed to maintain the enterprise value of Emergencia at R$2,800 million, but to make adjustments for the new net debt of approximately R$959 million, thereby agreeing on an equity value of Emergencia of R$1,841 million. This equity value was converted from Brazilian reais to U.S. dollars at an exchange rate of US$1 to R$5.3298, implying a pre-money equity value for Emergencia of $345 million;

•

the Sponsor agreed to use up to 1,050,000 of its New PubCo Class A Ordinary Shares to protect PIPE Investors and non-redeeming HPX shareholders from a downside in their investment pursuant to the Downside Protection Agreements;

•

Ambipar agreed to increase its investment pursuant to the Ambipar Subscription Agreement from the previously agreed exchange for the partial conversion of debt into equity in the amount of $32 million to $50.5 million;

•

Ambipar and HPX agreed that Opportunity Agro Fund would have the right to designate one member of the New PubCo board of directors and one member of the New PubCo executive committee as well as would be entitled to certain approval rights in respect of related-party transactions of New PubCo.

On July 5, 2022, HPX’s board of directors considered the terms of the Business Combination Agreement, the PIPE Financing and the related and ancillary agreements. HPX’s board of directors consulted with its management team, as well as its financial and legal advisors, and considered a number of factors, including, but not limited to, other strategic opportunities and other sources of capital. The board of directors passed written resolutions under Cayman Islands law approving the Business Combination Agreement and other transaction documents, based on its ability to fund and accelerate Emergencia’s business plan and the alignment in strategy with HPX and HPX’s executive management team. On the same day, Ambipar passed written resolutions approving Ambipar’s, New PubCo’s, Merger Sub’s and Emergencia’s entering into the Business Combination Agreement and other transaction documents.

On July 5, 2022, after market close, the parties to each of the Business Combination Agreement, the Subscription Agreements and the ancillary agreements executed such agreements. In the morning of July 6,

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2022, before market opening, Ambipar and HPX issued press releases announcing the execution of the Business Combination Agreement and the ancillary agreements.

Since July 5, 2022, HPX and Emergencia, along with their respective legal advisors, have worked jointly on the preparation of this proxy statement/prospectus. The parties have continued and expect to continue regular discussions in connection with, and to facilitate, the closing of the Business Combination.

Resignation of Credit Suisse

Credit Suisse, the underwriter and bookrunner in HPX’s IPO and placement agent in connection with the PIPE Financing, resigned as a placement agent, ceased to act in any capacity, role or relationship in connection with the PIPE Financing and waived any entitlement to its deferred underwriting fee that accrued from its participation in HPX’s IPO in the amount of $8,855,000 and all right to fees under its Engagement Letter dated March 24, 2022 with HPX and Ambipar. On August 19, 2022, HPX, Ambipar and Credit Suisse executed a formal termination letter effective as of July 5, 2022 and HPX and Credit Suisse executed the Waiver Letter confirming its resignation and waiver of fees. Credit Suisse did not communicate to HPX the reasons leading to its resignation and waiver of its fees. There is no dispute among HPX and Credit Suisse with respect to Credit Suisse’s placement agency services or its resignation. See “Summary of the Proxy Statement/Prospectus — Recent Developments” and “Risk Factors — Risks Relating to the Business Combination and HPX — Credit Suisse was to be compensated in part on a deferred basis for already-rendered services in connection with HPX’s IPO in part for advisory services provided to HPX in connection with the Business Combination. However, Credit Suisse gratuitously and without any consideration from HPX or Emergencia waived such compensation and disclaimed any responsibility for this proxy statement / prospectus.”

As a result of this resignation and the associated waiver of fees, the transactions fees payable by HPX at the consummation of the Business Combination will initially be reduced by $8,855,000. Credit Suisse has not received any fees pursuant to its Engagement Letter or the IPO Underwriting Agreement, other than $5,060,000 in underwriting fees paid by HPX to Credit Suisse upon the consummation of HPX’s IPO. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information and the estimated transaction fees and expenses required to be paid in connection with the Business Combination.

At no time prior to or after its resignation did Credit Suisse indicate that it had any specific concerns with the Business Combination and Credit Suisse did not advise HPX that it was in disagreement with the contents of this prospectus/proxy statement or the registration statement of which it forms a part. Credit Suisse did not prepare or provide any of the disclosure in this prospectus/proxy statement or any other materials or work product that have been provided to HPX’s shareholders, the HPX Board or the PIPE Investors, or any analysis underlying such materials and has disclaimed any responsibility for the contents of this proxy statement/prospectus.

In addition, Credit Suisse did receive drafts of this prospectus/proxy statement prepared by HPX and Emergencia. HPX has been advised by Credit Suisse that, given that they are no longer engaged in any capacity by HPX, Credit Suisse does not intend to review any disclosure in this proxy statement/prospectus, other than disclosure pertaining to its roles and resignation. At the request of the SEC, HPX asked Credit Suisse to provide a letter stating whether it agrees with the statements made in this proxy statement/prospectus related to its resignation, but HPX has not received a response from Credit Suisse as of the date of this proxy statement/prospectus. Accordingly, Credit Suisse’s failure to respond should not be interpreted to mean that Credit Suisse agrees or disagrees with the current disclosure and no inference can be drawn to this effect. Shareholders should not put any reliance on the fact that Credit Suisse was previously involved with any aspect of the transactions described in this prospectus/proxy statement.

HPX did not rely on Credit Suisse for the preparation or analysis of any materials provided to the HPX Board for use as a component of its overall evaluation of Emergencia. The HPX Board did not receive or rely upon any financial or valuation analyses conducted or prepared by any of Credit Suisse in making its determination that the Business Combination Agreement, and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, HPX and its shareholders.

In its past role as placement agent, Credit Suisse performed the following services: (i) facilitated outreach to potential PIPE investors, (ii) provided assistance in connection with the preparation of

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documentation related to the PIPE Financing, including by organizing and processing publicly available market data with respect to sector-specific comparable companies, and (iii) generally participated in the PIPE Financing efforts. In each case, HPX’s management considered Credit Suisse’s input based on its expertise and experience as an investment bank with coverage in the industries and geographies that HPX operates, but HPX’s management conducted its own independent analysis and made its own conclusions, and HPX’s management prepared the disclosure about HPX in this proxy statement/prospectus and is fully responsible for this disclosure and any other related work product, including the Projections. Furthermore, in Credit Suisse’s termination letter, it has, pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended, disclaimed responsibility for any portion of this proxy statement/prospectus.

The services being provided by Credit Suisse prior to such resignations were substantially complete at the time of its resignation (including the underwriting services provided by Credit Suisse pursuant to the IPO Underwriting Agreement, at the time of HPX’s initial public offering) and Credit Suisse is not expected to play any role at the Closing. Accordingly, HPX and New PubCo do not expect that the resignations of Credit Suisse will affect the timing or completion of the Business Combination, but will reduce the aggregate advisory fees payable at the Closing.

HPX has considered engaging additional financial advisors, and on June 27, 2022, HPX engaged EarlyBird to, among other things, (i) assist HPX in the transaction structuring with respect to the Business Combination, (ii) assist HPX with respect to any necessary Extension, (iii) facilitate meetings with potential equity investors in HPX, (iv) provide financial advisory services in connection with the Business Combination, and (v) assist HPX with NYSE or Nasdaq listing requirements, as applicable. EarlyBird did not provide any valuation analyses to HPX Board in connection with the approval of the Business Combination. As a result of the engagement of EarlyBird, the transaction fees payable by HPX at the consummation of the Business Combination will be increased. Other than any fees payable to EarlyBird, HPX does not expect to incur any additional costs resulting from the resignation of Credit Suisse.

Credit Suisse’s resignation did not impact HPX Board’s analysis of or continued support of the Business Combination. The availability of the PIPE Financing, the Ambipar PIPE Financing, the funds in the Trust Account and any contemplated post-transaction financing arrangements are not impacted by the resignation of Credit Suisse. HPX does not have any other current relationship with Credit Suisse.

Shareholders should not associate Credit Suisse with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of Credit Suisse prior to its resignation in the transactions contemplated by this proxy statement/​prospectus. As a result, HPX shareholders may be more likely to elect to redeem their shares, which may have the effect of reducing the proceeds available to New PubCo to achieve its business plan. See “Unaudited Pro Forma Condensed Combined Financial Information.” Credit Suisse’s services were substantially complete at the time of its resignation, and HPX and New PubCo do not expect that the resignation of Credit Suisse will affect the timing or completion of the Business Combination.

The resignation letter of Credit Suisse with respect to its engagement with HPX stated that Credit Suisse is not responsible for any part of this proxy statement/prospectus. While Credit Suisse did not provide any additional detail in their resignation letter either to HPX or to the Securities and Exchange Commission, such resignation may be an indication by Credit Suisse that it does not want to be associated with the disclosure in this proxy statement/prospectus or the underlying business analysis related to the transaction. Accordingly, shareholders should not place any reliance on the fact that Credit Suisse has been previously involved with this transaction.

In addition, we note that unaffiliated investors are subject to certain material risks as a result of New PubCo going public through a merger rather than through a traditional underwritten offering. See “Risk Factors — As a private investor in New PubCo, you will not have the same protections as an investor in an underwritten public offering of securities of New PubCo.”

HPX continues to have customary obligations with respect to the use of information, expense reimbursement and indemnification under the Engagement Letter, the IPO Underwriting Agreement and the Waiver Letter with Credit Suisse. In particular, as is customary, certain provisions of the IPO Underwriting Agreement and the Engagement Letter survive Credit Suisse’s resignation or, in the case of the Waiver

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Letter, became effective upon the execution of the Waiver Letter, including HPX’s obligation to indemnify Credit Suisse against certain liabilities under the U.S. federal securities laws or otherwise. However, HPX is not party to any agreements that would require the payment of fees (other than expense reimbursement) or underwriting commissions (other than the underwriting commissions that have already been paid to Credit Suisse in connection with HPX’s IPO) to Credit Suisse with respect to the Business Combination or any other transactions described herein.

The HPX Board’s Reasons for Approval of the Business Combination

In reaching its resolution under Cayman Islands law by a unanimous vote of the directors then present as described above:

(a)

that it was in the best interests of HPX to enter into the Business Combination Agreement and the ancillary documents to which HPX is or will be a party and to consummate the transactions contemplated thereby;

(b)

to adopt and approve the Business Combination Agreement, the ancillary documents to which HPX is or will be a party and the transactions contemplated thereby;

(c)

to recommend that the HPX shareholders vote in favor of the Business Combination Proposal and the other proposals contemplated thereby, including the New PubCo Equity Plan, or in connection with the Business Combination Agreement and the other ancillary documents to which HPX is or will be a party and the transactions contemplated thereby; and

(d)

to direct that such proposals be submitted to the HPX shareholders for approval, the HPX Board considered a wide variety of factors in connection with its evaluation of the business combination, including the fact that that the Business Combination does not permit the HPX Board to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the Transaction Proposals, unless the HPX Board determines in good faith, and after consultation with its outside counsel, that the failure to make such a change in recommendation would reasonably be expected to breach its fiduciary duties under applicable law.

In light of the complexity of those factors, the HPX Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the HPX Board may have given different weight to different factors. HPX’s reasons for the board of directors’ approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

Before reaching its decision, the HPX Board reviewed the results of due diligence conducted by HPX’s management, together with its advisors, which included, among other things:

•

extensive meetings with HPX’s management team, as well as with its legal and financial advisors, regarding Emergencia’s operations and business model;

•

review of various industry and financial data, including Emergencia’s existing business model, historical and projected financial information, and various valuation analyses;

•

research on the emergency, environmental and industrial services industries, including historical growth trends and market share information as well as end-market size and growth expectations;

•

review of Emergencia’s commercial strategy;

•

analysis of Emergencia’s historical and projected financial information to understand and validate the key assumptions underpinning the financial projections prepared by Emergencia’s management;

•

review of Emergencia’s material contracts regarding financials, tax, legal, accounting, information technology, insurance, employment and intellectual property;

•

financial and valuation analysis of Emergencia and the pro-forma Business Combination;

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•

tax, legal and other diligence findings of external advisors; and

•

assessment of Emergencia’s public company readiness.

As described in the prospectus for its IPO, HPX identified general, non-exclusive criteria and guidelines that HPX believed would be important in analyzing prospective target businesses for a business combination.

HPX indicated its intention to acquire a company that it believes possesses attractive long-term growth potential, was well-positioned within its industry and would benefit from the broad network and substantial strategic, financial and operational experience of HPX’s leadership team, in addition to the following characteristics:

•

Solid competitive advantages.   Businesses that are leading players or have high-quality assets within the Brazilian economy;

•

Consistent track record.   Target businesses that are fundamentally sound with historically consistent operational performance and free cash flow generation but is underperforming their potential;

•

Upsize potential.   Businesses that exhibits unrecognized value or other characteristics that we believe have been misevaluated by the marketplace;

•

Attractive moment for further investment.   Companies that are at an inflection point, such as requiring additional capital or expertise, where we believe we can drive improved financial performance;

•

Multiple avenues for growth.   Target businesses that offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;

•

Compatibility with experienced management team.   Businesses that have the potential to further improve their performance from our founders’ knowledge of the target’s industry, proven operational strategies and past experiences in profitably and scaling businesses;

•

Capacity for international expansion.   Targets that have an international expansion plan as part of their overall growth strategy and can leverage our management team’s operational experience in global markets; and

•

Attractive Valuation.   A strong return profile that offers an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.

Based on its due diligence of Emergencia and the industry in which it operates, including the financial and other information provided by Emergencia in the course of negotiations, the HPX Board believes that Emergencia meets the criteria and guidelines listed above. However, there is no assurance of this. See “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The HPX Board’s Reasons for Approval of the Business Combination.”

In particular, the HPX Board considered the following positive factors, although not weighted or in any order of significance:

•

Strong presence in the Brazilian market.   The HPX Board observed that sources that include competitors and clients, contacted through a specialized background check and market research firm in the Brazilian market, indicate that Emergencia has a strong presence in terms of market share and services breadth in its original market of Brazil.

•

Successful track record in international expansion.   Emergencia already has established operations in Chile, Colombia, Peru, Uruguay, United States, Canada, and the United Kingdom. The HPX board believes there is still significant room for Emergencia to grow in these countries and that it has already taken the first steps in establishing a business presence in these countries.

•

Higher industry growth due to Environmental, Social and Governance (ESG) standards adherence.   The HPX Board noticed that increasing ESG awareness and compliance by corporations as well as more rigorous environmental regulations worldwide are favorable tailwinds that will accelerate Emergencia’s global industry growth.

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•

Fragmented industry in the United States.   The HPX Board understands that the two leading players in the environmental, industrial and emergency response segment possess less than 4% of market share, which leaves substantial room for Emergencia to grow without the threat of a big and dominant competitor.

•

Opportunities for accretive tuck-in acquisitions.   The HPX Board believes that, based in part on the views of Emergencia’s management, there are abundant opportunities for Emergencia to grow through potential acquisitions of smaller businesses, many of which are family owned, are financially and operationally constrained due to their smaller size, and thus present potential to grow revenues by being part of a larger group and strong franchise such as Emergencia. Considering the shares subject to the Non-Redemption Agreements, the PIPE Financing and the Ambipar PIPE Financing, the HPX Board believes that Emergencia will emerge from the Business Combination with a comfortable balance sheet position to increase financial leverage for acquisitions. The HPX Board believes that, also based in part on the views of Emergencia’s management, Emergencia’s leading position in the highly fragmented environmental, emergency response and industrial field service industries in Brazil and other countries, combined with the liquidity and financial flexibility that will be provided by the minimum amount of cash expected to be available following by the Business Combination, will provide it with significant advantages as a potential acquirer of smaller businesses in Brazil and abroad and further believes that these acquisitions can be made on a basis that would be immediately accretive to Emergencia, even before giving effect to any synergies.

•

Size and service quality.   Emergencia has sufficient size and assets to supply corporations with high quality and quantity equipment, personnel and services. It has a number of credentials, such as ISO 9001, 14001, 45001 and 22320 certifications. Emergencia has held since 2019 the Nova Odessa (State of São Paulo, Brazil) training field, and has been selected by ENSCO Inc. to lead the emergency response and hazardous materials training of the Security and Emergency Emergencia Training Center (SERTC) in Pueblo, Colorado, United States, which validates the quality of its service.

•

Experienced controlling shareholder and management team and results-driven culture.   HPX’s management believes that Emergencia’s management team has extensive industry experience, and employs a highly disciplined approach to operations, with a focus on constant improvement, quality and safety of service.

•

Strong business fundamentals, underpinned by attractive key metrics.   Emergencia has presented strong and consistent EBITDA Margins and ROIC since 2020.

•

Opportunity for liability management and consequent reduction of the debt cost.   HPX’s management believes that Emergencia’s debt can be refinanced following the Business Combination, with attractive terms that are well tailored for Emergencia’s growth strategy in global markets and are more favorable relative to commercial credit facilities typically available to companies listed in OECD, including issuing lower interest bearing debt in currencies such as U.S. Dollar and Euro, countries perceived as lower risk by the credit markets as measured by credit default swaps.

•

Strong sponsorship and financial support.   Following the Closing, New PubCo is expected to have leading shareholders and a permanent capital and public platform suitable for its long-term success, which can reinforce its growth strategy on the long-term, providing stability to all stakeholders. Subject to the terms and conditions of the Subscription Agreements, approximately $111,500,000 of private capital has been committed by the PIPE Investors.

•

Commercial rationale.   The HPX Board noted that Emergencia has over 10,000 clients worldwide, including many first tier corporations, and judged that it possesses several compelling qualities that enable value creation, especially growing organically and inorganically in the North American market, and increasing its presence and operations in Latin America, Europe and Brazil.

•

Attractive valuation.   The HPX Board also considered Emergencia’s financial plan and outlook, as well as valuations and trading of publicly traded companies, valuations of precedent merger and acquisition targets in similar and adjacent sectors, and Emergencia’s implicit valuation in Ambipar’s stock price using a Sum of the Parts method. The HPX Board determined that if Emergencia is able to

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meet its financial projections, then HPX’s shareholders will have acquired their shares in New PubCo at an attractive valuation, which would compound for a long period of time and increase shareholder value.

•

Continued ownership of Ambipar.   The HPX Board considered that Ambipar would continue to be a controlling shareholder of New PubCo after Closing, with Ambipar entering into the Investor Rights Agreement, containing certain restrictions on the transfer of its New PubCo Class B Ordinary Shares following the Closing, which will carry voting rights in the form of 10 votes per share.

•

Other terms of the Business Combination Agreement.   The HPX Board reviewed the financial and other terms and conditions of the Business Combination Agreement, including with respect to the Business Combination, and determined that they were reasonable and were the product of arm’s-length negotiations among the parties.

•

Other alternatives.   Our board of directors’ belief that the Business Combination represents the best potential business combination for HPX resulting from the process utilized to evaluate and assess other potential acquisition targets, and our board of directors’ and management’s belief that such process had not presented a better alternative for a business combination.

The HPX Board also reviewed a comparable companies analysis prepared by HPX’s management team. The analysis focused on certain publicly listed companies, which were deemed comparable to Emergencia by being participants and frequently competitors of Emergencia in the environmental services value chain. As presented to the HPX Board on July 5, 2022, the analysis mainly provided for the following peers, insights and metrics:

•

Environmental services peers (Clean Harbors, Republic Services, Waste Management, HARSCO, GFL, Waste Connections, Stericycle):

•

Expected revenue growth 2020A-2022E ranging from 1% to 20%;

•

Expected EBITDA growth 2020A-2022E ranging from 2% to 26%;

•

2021 EBIT to total assets ratio ranging from 5% to 8%; and

•

Enterprise value to 2022E EBITDA median of 12.6x.

The analysis also provided certain comparable companies information about outsourcing companies, deemed less material than the information about environmental services companies.

Based on the comparable companies analysis and other due diligence, the HPX Board determined that Emergencia presented an investment case in line with companies that may be deemed comparable to Emergencia in certain respects based on the following metrics:

•

Emergencias’s 2020A-2022E estimated net revenue growth was expected to be 118% per year (net revenue growth from 2020 to 2021 as presented to the HPX Board in connection with the investment case was 125%);

•

Emergencias’s 2020A-2022E estimated EBITDA growth was expected to be 103% per year (EBITDA growth from 2020 to 2021 as presented to the HPX Board in connection with the investment case was 119%);

•

Emergencias’s 2022E EBITDA Margin was expected to be 25.1% (EBITDA margin in 2021 as presented to the HPX Board in connection with the investment case was 28.2%);

•

Emergencias’s 2021 EBIT to assets ratio of 13%; and

•

Emergencias’s enterprise value to 2022E EBITDA was expected to be 7.1x.

Additionally, the HPX Board determined that the agreed pre-Business Combination firm value of Emergencia of approximately R$2.8 billion for purposes of the transaction was at an appropriate level when compared with public peers’ metrics. For certain risk associated with these projections and estimates, see “Risk Factors — Risk Relating to Emergencias’s Business and Industry — The projected financial and operating information in this proxy statement/prospectus relies in large part upon assumptions and analyses developed by us and third-party sources and are based on our ability to achieve, among other factors, certain

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growth milestones in accordance with our business plans. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.”

In the course of its deliberations, the HPX Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the transaction, including, among others, the following:

•

Risks Relating to Emergencia’s Business and Industry.

•

the risk that Emergencia’s inorganic growth strategy may subject Emergencia to a variety of risks that could adversely affect its operations and revenues;

•

the risk that Emergencia may face successor liability for contingencies and damages arising from its acquisitions that have not been identified prior to the relevant acquisition and may not be sufficiently indemnified under the terms of the applicable acquisition agreement;

•

the risk that competition for acquisition targets and consolidation in its sector may limit Emergencia’s ability to grow through acquisitions;

•

the risk that Emergencia may not realize the expected benefits from recent or potential future acquisitions or may incur significant expenses in connection therewith, which could adversely affect its results of operations and financial condition;

•

the risk that the use of cash and significant indebtedness in connection with financing acquisitions could adversely impact Emergencia’s liquidity, limit its flexibility to respond to other business opportunities and increase its vulnerability to adverse economic and operating conditions;

•

risks associated with Emergencia’s inability to comply with certain financial and operating covenants in its Debentures, to manage its liquidity risks or to raise sufficient funds to implement its business plan, renew its existing lines of credit or access new financing facilities on attractive terms or at all;

•

the risk that Emergencia’s emergency response services are subject to operational and security risks, including as a result of the handling of hazardous substances, and any accidents that occur during the performance of these services may expose Emergencia to significant civil, labor, environmental and criminal liabilities and adversely affect its business, results of operations, financial condition and reputation;

•

risks associated with Emergencia’s failure to compete successfully;

•

risks associated with unfavorable conditions in Emergencia’s industry or in the global economy could limit Emergencia’s ability to grow its business and negatively affect its results of operations;

•

risk associated with macroeconomic uncertainty, including as it relates to COVID-19 and the 2022 presidential elections in Brazil, and the effects it could have on revenues;

•

the risk that the loss of members of its management may have a material adverse effect on Emergencia’s business, financial condition and results of operations;

•

the risk that, as a holding company Emergencia depends on the operational results of its subsidiaries.

•

Risks Relating to the Business Combination and HPX.

•

the risk if the conditions to the Business Combination Agreement are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not occur;

•

the risk that the Business Combination may be required to close if the requisite HPX shareholder approval is obtained, even if the HPX Board determines it is no longer in the best interest of the HPX shareholders;

•

the risk that, given that HPX may waive one or more of the conditions to the Business Combination, the exercise of discretion by HPX’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may

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result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests HPX shareholders;

•

the risk that the Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination;

•

the risk that NYSE may not list New PubCo’s securities on its exchange and that, if they are listed, New PubCo may not be able to maintain the listing of its securities on NYSE following the Business Combination;

•

the risks to HPX shareholders related to becoming shareholders of New PubCo through the Business Combination rather than through an underwritten public offering, including no independent due diligence review by an underwriter;

•

the risk that in evaluating Emergencia for the Business Combination, the management of HPX is relying on the availability of all of the funds from the sale of the securities to the PIPE Investors and the Ambipar PIPE Financing in connection with the Business Combination and on the compliance by the Non-Redeeming Shareholders with the Non-Redemption Agreements. If the sale of some or all of the securities to PIPE Investors or the Ambipar PIPE Financing fails to close, or if the Non-Redeeming Shareholders redeem their securities, HPX may lack sufficient funds to consummate the Business Combination;

•

the significant fees and expenses associated with completing the Business Combination and related transactions and the substantial time and effort of management required to complete the Business Combination; and

•

the possibility of litigation challenging, delaying or preventing the completion of the Business Combination.

•

Risks Related to Limitations of Review.

•

the fact that HPX is not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, there is no assurance from an independent source that the price HPX is paying for the Business Combination is fair to HPX and the HPX shareholders from a financial point of view.

•

The other risks described in the section entitled “Risk Factors.”

In addition to considering the factors described above, the HPX Board also considered that certain of the officers and directors of HPX may have interests in the Business Combination as individuals that may conflict with the interests of HPX’s shareholders. HPX’s independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the HPX Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination. See the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

After considering the foregoing potentially negative and potentially positive reasons, the HPX Board concluded, in its business judgment, that the potentially positive reasons relating to the Business Combination outweighed the potentially negative reasons. In connection with its deliberations, the HPX Board did not consider the fairness of the consideration to be paid by HPX in the Business Combination to any person other than HPX. The HPX Board did not receive or rely upon any financial or valuation analyses conducted or prepared by Credit Suisse in making this determination.

Certain Unaudited Projected Financial Information

In connection with its consideration of the potential business combination, the HPX Board was provided with unaudited projected financial information internally prepared by management of Emergencia (the “Projections”). The HPX Board has reviewed and discussed the Projections. Emergencia does not,

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and New PubCo will not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. The Projections are included in this proxy statement/prospectus solely to provide HPX’s shareholders access to information made available in connection with HPX Board’s consideration of the proposed Business Combination. The Projections should not be viewed as public guidance.

The Emergencia forecasts were prepared in connection with the Business Combination and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections were prepared in good faith by Emergencia’s management, based on their reasonable estimates, beliefs and assumptions with respect to the expected future financial performance of Emergencia based on available information and Emergencia’s growth strategy at the time the Projections were prepared and speak only as of that time.

The Projections have not been audited, reviewed or compiled by any independent registered public accountant. The Projections have not been prepared in accordance with IFRS and, therefore, their presentation differs from the presentation of historical combined financial information of Emergencia, including historical Non-GAAP measures, included elsewhere in this proxy statement/prospectus, and may not be not be fully comparable to similar financial measures for subsequent periods. The inclusion of Projections in this proxy statement/prospectus should not be regarded as an indication that Emergencia, New PubCo, HPX, their board of directors, or their respective affiliates, advisors or other representatives considered, or now consider, such Projections necessarily to be predictive of actual future results. The Projections are not included in this proxy statement/prospectus in order to induce any HPX shareholders to vote in favor of or against the Business Combination.

New PubCo will not refer back to the Projections in its future periodic reports filed under the Exchange Act. The Projections are forward looking and reflect numerous estimates, beliefs and assumptions, including, but not limited to, general business, economic, regulatory, market and financial conditions, as well as assumptions about competition, future performance, and matters specific to Emergencia’s business, all of which are difficult to predict and many of which are beyond Emergencia’s and HPX’s control. In particular, the Projections reflect Emergencia’s beliefs and expectations regarding customer demand for environmental and industrial field services, which Emergencia assumes will drive future revenue growth, as well as Emergencia’s ability to expand its business geographically, organically and inorganically and otherwise, and such beliefs may not correspond with actual future results.

The projected financial information included in this document was prepared by, and is the responsibility of, Emergencia’s management. Neither Emergencia’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled, examined, or performed any procedures with respect to the Projections contained herein, and, accordingly, neither Emergencia’s independent registered public accounting firm, nor any other independent accountants have expressed an opinion or any other form of assurance with respect thereto. The report of Emergencia’s independent registered public accounting firm included in this document relates to Emergencia’s previously issued combined financial statements. It does not extend to the Projections and should not be read to do so.

Nonetheless, a summary of the Projections is provided in this proxy statement/prospectus because they were made available to HPX and its board of directors in connection with their review of the proposed business combination.

Emergencia believes the assumptions described above built into the Projections were reasonable at the time the Projections were prepared, given the information Emergencia had at that time and its business strategy at such time. However, there are important factors that may affect actual results and cause the results reflected in the Projections not to be achieved including, among other things, risks and uncertainties relating to Emergencia’s business, industry performance, and general business and economic conditions, including the ongoing impacts of the COVID-19 pandemic and political and macroeconomic factors, especially considering the 2022 presidential elections in Brazil. In addition, actual customer demand for services that Emergencia provides will strongly impact actual results in a way that could be materially different from the Projections. The Projections also reflect assumptions as to certain business decisions and strategy that are subject to change.

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In addition, the Projections were based on the assumption and considered the consummation of the Business Combination or any other similar capital raising activity of Emergencia, including the impact of negotiating and executing such transactions, the expenses that may be incurred in connection with consummating such transactions and ongoing expenses as a standalone public company, the effect of any business or strategic decision or action that has been or will be taken as a result of the Business Combination Agreement or such other capital raising agreements being executed, and the effect of any business or strategic decisions or actions that would likely have been taken if the Business Combination Agreement or such other capital raising agreements had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of such transactions.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, NONE OF EMERGENCIA, NEW PUBCO NOR HPX INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROJECTIONS. BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE PROJECTIONS FOR EMERGENCIA, NONE OF HPX, EMERGENCIA OR NEW PUBCO UNDERTAKES ANY OBLIGATION AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

THE PROJECTIONS DO NOT NECESSARILY REPRESENT THE CURRENT VIEW OF THE BUSINESS BY EMERGENCIA’S MANAGEMENT AND SHOULD NOT BE VIEWED AS AN INDICATOR OF NEW PUBCO’S FUTURE PERFORMANCE. THE PROJECTIONS DO NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/PROSPECTUS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE PROJECTIONS SET FORTH BELOW IN MAKING A DECISION REGARDING THE BUSINESS COMBINATION, AS THE PROJECTIONS MAY BE MATERIALLY DIFFERENT THAN ACTUAL RESULTS. NONE OF EMERGENCIA, NEW PUBCO, HPX, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO AMBIPAR, ANY HPX SHAREHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED IN THE PROJECTIONS OR THAT FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

The HPX Board considered the Projections in reais. The key assumptions of the Projections provided by the management of Emergencia to HPX are summarized in the table below.

Assumption	Description
• Functional currency	• The functional currency of markets outside Brazil to be U.S. dollars
• Operating growth levers	• The capacity to open new service centers in North America, Latin America, Brazil and Europe • The capacity to grow service centers’ productivity in North America, estimating that that operating metrics, asset utilization and asset base growth can be improved, in particular considering the implementation of the four-pillar business model • The capacity to increase prices in line with inflation • The capacity to grow service centers and productivity of the current operations, as measured by services performed by each service center

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Assumption	Description
​	• The capacity to generate recurring revenue by offering contracts through a subscription model across all markets where Emergencia holds activities • The capacity to hire, train and retain key people and a specialized field workforce
• Costs and expenditures	• An increased cost structure, as measured by selling, general and administrative expenses as well as cost of goods sold, during the years of M&A activity, comprised mainly of 2022, 2023, 2024 and 2025. During such period, Emergencia would expect (i) to acquire businesses with lower margins, considering that competitors of Emergencia typically present margins that are lower or equal to the margins presented by Emergencia in 2021, and (ii) to spend resources on integration, personnel, equipment and backoffice • The capacity to dilute fixed costs, considering that as New PubCo grows, costs categorized as fixed costs would grow at a lower rate than net revenues, which would contribute to a gradual recovery in EBITDA margins from 2023 onwards • A projected cost of debt similar to the current cost of debt of Emergencia • Working capital consistent with current business dynamics, with the main account being receivables • Capital expenditures driven mostly to M&A activity, but also by investments in the growth of existing operations as well as maintenance. Maintenance related capital expenditures to be consistent with an expected property, plant & equipment life of five to six years
• Funding	• Incremental funding for growth assuming additional funds of $353 million to be made available to Emergencia as a result of the Business Combination, which amount considered a PIPE financing of $100 million and $253 million in cash available in the Trust Account (assuming no redemptions of public shares in connection with the Business Combination). While the Projections assumed such $353 million incremental funding for growth to be made available to Emergencia as a result of the Business Combination, the HPX Board reviewed the Projections and made its determination to approve and recommend the Business Combination on the basis of a minimum funding at closing of the Business Combination of $168 million (without considering any payment of Business Combination related transaction expenses) in satisfaction of the Minimum Available Cash Condition. Emergencia’s management has concluded that the performance described in the Projections can be achieved in all material respects with minimum cash of $168 million and that, therefore, the Projections do not need to be updated. Accordingly, Emergencia’s management and the HPX Board have determined that the redemptions of HPX Class A Ordinary Shares at the HPX extraordinary general meetings held on July 14, 2022 and November 3, 2022 do not have a material effect on the Projections, and the HPX Board has determined that the

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Assumption	Description
​	redemptions would not require the HPX Board obtaining updated projections. We expect that the Minimum Available Cash Condition will be satisfied even in a maximum redemption scenario (i.e., assuming that all 1,576,544 outstanding HPX Class A Ordinary Shares not subject to the Non-Redemption Agreements are redeemed in connection with the Business Combination), as a result of the proceeds of $162 million to be contributed by Ambipar and the PIPE Investors upon consummation of the Ambipar PIPE Financing and the PIPE Financing, in accordance with the terms and conditions of the Ambipar Subscription Agreement and the Subscription Agreements, respectively, of which up to $50.5 million could be in the form of the conversion into equity of a portion of the intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement, and funding available from Non-Redeeming Shareholders of $6 million
• Acquisitions projections and pipeline	• The capacity to acquire and scale profitable companies, representing $90 million in additional EBITDA during the first 4 years after the Business Combination, which EBITDA should increase following such acquisitions as a result of the increased profitability resulting from the integration of the acquired companies into the Group Companies • Emergencia has identified potential acquisition targets contemplating over 2x the $90 million EBITDA

The WOB Acquisition is an acquisition of the type that management of Emergencia contemplated as part of its acquisition pipeline described above when it prepared the Projections.

Projections for the Years Ending December 31, 2022, 2023, 2024, 2025 and 2026

​	Emergencia Unaudited Projected Financial Information for the Year Ending December 31,
Financial data – consolidated(1)	2022E		2023E		2024E		2025E		2026E
​	(in millions of reais, except as otherwise indicated)
Current year M&A net revenue(2)	​	604	​	348	​	284	​	273	​	—
% of total net revenue	​	34.8%	​	11.7%	​	7.2%	​	5.7%	​	—
% growth year-over-year	​	—	​	(42.4)%	​	(18.3)%	​	(3.8)%	​	(100.0)%
Non-current year M&A net revenue(3)	​	—	​	1,202	​	1,964	​	2,608	​	3,250
% of total net revenue	​	—	​	40.6%	​	50.0%	​	54.1%	​	59.6%
% growth year-over-year	​	—	​	—	​	63.4%	​	32.8%	​	24.6%
Organic net revenue(4)	​	1,131	​	1,411	​	1,678	​	1,939	​	2,200
% of total net revenue	​	65.2%	​	47.7%	​	42.7%	​	40.2%	​	40.4%
% growth year-over-year	​	37.3%	​	24.8%	​	18.9%	​	15.6%	​	13.5%
Total net revenue	​	1,735	​	2,961	​	3,926	​	4,820	​	5,450
% growth year-over-year	​	110.6%	​	70.7%	​	32.6%	​	22.8%	​	13.1%
Current year M&A EBITDA(5)	​	92	​	55	​	46	​	45	​	—
% growth year-over-year	​	—	​	(40.1)%	​	(16.2)%	​	(2.1)%	​	(100.0)%
Non-current year M&A EBITDA(6)	​	—	​	209	​	370	​	528	​	643
% growth year-over-year	​	—	​	—	​	77.2%	​	42.6%	​	21.7%
Organic EBITDA(7)	​	344	​	446	​	544	​	640	​	736
% growth year-over-year	​	48.0%	​	29.7%	​	21.9%	​	17.7%	​	15.0%
Total EBITDA(8)	​	436	​	711	​	961	​	1,213	​	1,379

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​	Emergencia Unaudited Projected Financial Information for the Year Ending December 31,
Financial data – consolidated(1)	2022E		2023E		2024E		2025E		2026E
​	(in millions of reais, except as otherwise indicated)
% growth year-over-year	​	87.5%	​	63.0%	​	35.2%	​	26.3%	​	13.6%
EBITDA margin(9)	​	25.1%	​	24.0%	​	24.5%	​	25.2%	​	25.3%
Variation year-over-year (in bps)	(310.0 bps)		(113.4 bps)		47.5 bps		70.2 bps		12.9 bps
ROIC(10)	​	17.2%	​	20.0%	​	22.5%	​	24.5%	​	26.8%
% growth year-over-year	​	(44.6)%	​	16.6%	​	12.2%	​	9.0%	​	9.5%
Free cash flow(11)	​	142	​	301	​	486	​	698	​	673
% growth year-over-year	​	—	​	112.1%	​	61.6%	​	43.5%	​	(3.6)%
Cash conversion rate(12)	​	32.5%	​	42.4%	​	50.6%	​	57.5%	​	48.8%
% growth year-over-year	​	—	​	30.2%	​	19.5%	​	13.6%	​	(15.2)%

(1)

The Projections for the years ending December 31, 2022, 2023, 2024, 2025 and 2026 set forth herein have been prepared by, and are the responsibility of, Emergencia’s management and are based on a number of assumptions.You should not place undue reliance on these Projections. The Projections were based on unaudited financial information for Emergencia. No audited financial information for such company was available at the time of the preparation of the Projections, and the Projections have not been updated in connection with any audit adjustment. BDO, Emergencia’s independent registered accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to the preliminary estimated financial results. Accordingly, BDO does not express an opinion or any other form of assurance with respect thereto.

(2)

Emergencia calculated projected current year M&A revenue as the net revenue from companies expected to be acquired during each fiscal year presented. Considering that companies will be acquired at different points in time throughout the year, current year M&A revenue considers only 50% of the respective acquired company projected revenue in the year of the acquisition.

(3)

Emergencia calculated projected non-current year M&A revenue as the sum of all the net revenue from companies acquired in the years prior to each relevant fiscal year presented.

(4)

Emergencia calculated projected organic net revenue based on net revenue expected to be generated by its portfolio of assets and service centers as of December 31, 2021.

(5)

Emergencia calculated projected current year M&A EBITDA as the EBITDA generated by companies expected to be acquired during each fiscal year presented. Considering that companies will be acquired at different points in time throughout the year, current year M&A EBITDA considers only 50% of the respective acquired company projected EBITDA in the year of the acquisition.

(6)

Emergencia calculated projected non-current year M&A EBITDA as the sum of all the EBITDA generated by companies acquired in the years prior to each applicable fiscal year.

(7)

Emergencia calculated projected organic EBITDA based on EBITDA expected to be generated by its portfolio of assets and service centers as of December 31, 2021.

(8)

Emergencia calculated projected EBITDA (earnings before interest, tax, depreciation and amortization) as projected net income for the year as adjusted for the projected effects of net interest income/​expense, income tax expenses or benefits and depreciation and amortization, in each case for the applicable year.

(9)

Emergencia calculated projected EBITDA margin as projected EBITDA for the year divided by projected net revenue for the year.

(10)

Emergencia calculated projected ROIC as projected NOPAT (net operating profit after tax) for the year divided by projected invested capital. Emergencia calculated projected NOPAT (net operating profit after tax) as projected EBIT (earnings before interest and tax) as adjusted to exclude the projected effective tax rate. Emergencia calculated projected invested capital as projected net debt plus projected equity minus projected intangible assets minus projected dividend payables. Emergencia calculated

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projected net debt as projected financial debt plus projected related party liabilities plus projected acquisition investment obligations plus projected dividend payables minus projected cash and equivalents minus projected related parties assets.

(11)

Emergencia calculated projected free cash flow as projected EBITDA minus projected change in working capital minus projected income taxes minus projected capital expenditures, in each case for the year.

(12)

Emergencia calculated projected cash conversion rate as projected free cash flow for the year divided by projected EBITDA for the year.

While presented in this proxy statement/prospectus with numeric specificity, the Projections are forward looking statements that are inherently subject to significant uncertainties and contingencies and numerous variables, many of which are beyond Emergencia’s control. The various risks and uncertainties include those set forth in the sections entitled “Risk Factors” beginning on page 105 of this proxy statement/ prospectus and “Cautionary Statement Regarding Forward-Looking Statements; Market and Other Industry Data” beginning on page 20 of this proxy statement/prospectus. As a result, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than projected. Since the Projections cover multiple years, such information by its nature becomes less reliable with each successive year. These Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

We encourage you to review the combined financial statements of Emergencia included elsewhere in this proxy statement/prospectus, as well as the financial information in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and to not rely on any single financial measure.

In addition, Credit Suisse did not play any role in preparing the Projections shared with HPX. In Credit Suisse’s termination letter, it has, pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended, disclaimed responsibility for any portion of this proxy statement/prospectus. While Credit Suisse did not provide any additional detail in their resignation letter either to HPX or to the Securities and Exchange Commission, such resignation may be an indication by Credit Suisse that it does not want to be associated with the disclosure in this proxy statement/prospectus or the underlying business analysis related to the transaction. Accordingly, shareholders should not place any reliance on the fact that Credit Suisse has been previously involved with this transaction.

Satisfaction of 80% Test

It is a requirement under our Existing Governing Documents and NYSE listing requirements that the Business Combination be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our execution of a definitive agreement for our initial business combination in connection with our initial business combination.

As of the date of the execution of the Business Combination Agreement, the balance of the funds in the Trust Account was approximately $253.4 million (excluding the deferred underwriting amount) and 80% thereof represents approximately $202.7 million. In reaching its conclusion that the Business Combination meets the 80% asset test, the HPX Board looked at the pre-money enterprise value of Emergencia of approximately $525.3 million (calculated on a cash-free basis). In determining whether the enterprise value described above represents the fair market value of Emergencia, our board of directors considered all of the factors described above in this section and the fact that the purchase price for Emergencia was the result of an arm’s-length negotiation. As a result, the HPX Board concluded that the fair market value of the business acquired was significantly in excess of 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account). In light of the financial background and experience of the members of our management team and board of directors, the HPX Board believes that the members of our management team and board of directors are qualified to determine whether the Business Combination meets the 80% asset test. The HPX Board did not seek or obtain an opinion of an outside financial advisor as to whether the 80% asset test has been met.

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Interests of HPX’s Directors and Executive Officers in the Business Combination

In considering the recommendation of our board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

the fact that certain of our directors and officers are principals of our Sponsor;

•

the fact that 6,245,000 Founder Shares held by our Sponsor, for which it paid $25,000.00, and 7,060,000 HPX Private Placement Warrants held by our Sponsor will be subject to the Sponsor Recapitalization as a result of which the Sponsor will hold (i) 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), which will convert on a one-for-one basis, into an equal number of New PubCo Class A Ordinary Shares upon the Closing, and (ii) 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens. Likewise, the 60,000 Founders Shares held by the Insiders will also be subject to the Sponsor Recapitalization as a result of which each Insider will hold 20,000 HPX Class A Ordinary Shares, which will convert on a one-for-one basis, into 20,000 New PubCo Class A Ordinary Shares upon the Closing. In addition, Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting. Such shares and units will have a significantly higher value at the time of the Business Combination when such shares convert into shares in New PubCo, or restricted stock units that are settled in New PubCo Class A Ordinary Shares, as the case may be, as described further below and will be worthless if an initial business combination is not consummated:

​	HPX Class A Ordinary Shares(1)		HPX Restricted Stock Units(2)		Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, assuming a value of $10.00 per share/unit(3)			Value of HPX Class A Ordinary Shares or HPX Restricted Stock Units, as applicable, based on recent trading price(4)
Sponsor(5)	​	1,860,000	​	—	​	$	18,600,000	​	$	18,358,200
Bernardo Hees(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Carlos Piani(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Rodrigo Xavier(5)	​	620,000	​	—	​	$	6,200,000	​	$	6,119,400
Marcos Peigo	​	20,000	​	—	​	$	200,000	​	$	197,400
Wolney Betiol	​	20,000	​	—	​	$	200,000	​	$	197,400
Salete Pinheiro	​	20,000	​	—	​	$	200,000	​	$	197,400
Rafael Grisolia	​	—	​	20,000	​	$	200,000	​	$	197,400

(1)

Interests shown consist solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any

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additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing. Such shares will automatically convert into New PubCo Class A Ordinary Shares upon the Closing on a one-for-one basis.

(2)

Interests shown consist solely of HPX Restricted Stock Units prior to the First Effective Time. Such HPX Restricted Stock Units will automatically convert into restricted stock units that are settled in New PubCo Class A Ordinary Shares at the First Effective Time and, pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(3)

Assumes a value of $10.00 per Class A Ordinary Share or Restricted Stock Unit, as applicable, the deemed value of the New PubCo Class A Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(4)

Assumes a value of $9.87 per Class A Ordinary Share or Restricted Stock Unit, as applicable, which was the closing price of the HPX Class A Ordinary Shares on the NYSE American on December 2, 2022. Also assumes the completion of the Business Combination and that the New PubCo Class A Ordinary Shares are unrestricted and freely tradable.

(5)

HPX Capital Partners LLC is the record holder of the shares reported herein. Each of Messrs. Hees, Piani and Xavier indirectly exercises the sole investment and voting power over his one-third interest in the shares held of record by our Sponsor. Therefore, Messrs. Hees, Piani and Xavier may be deemed to have sole investment and voting power over 620,000 HPX Class A Ordinary Shares each (considering the effects of the Sponsor Recapitalization), as reported herein, and each disclaims beneficial ownership of any other HPX Ordinary Shares held of record by our Sponsor.

•

the fact that if an initial business combination is not consummated by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $8,400,000 in the aggregate, which investment included $25,000 in value of HPX Class A Ordinary Shares (consisting solely of Founder Shares immediately following the Sponsor Recapitalization, assuming that the XP Non-Redeeming Shareholder will not receive any additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing), valued at an assumed price of $10.00 per share, the value implied by the Business Combination (inclusive of the Sponsor’s initial capital contribution of $25,000), the 7,060,000 HPX Private Placement Warrants acquired for a purchase price of $7,060,000 in the aggregate, and $1,315,000 outstanding as of the date of this proxy statement/prospectus under two unsecured promissory notes;

•

the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the 1,860,000 New PubCo Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) that the Sponsor will receive upon conversion of the Founder Shares and considering the Sponsor Recapitalization in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New PubCo Class A Ordinary Shares trade below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•

the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if HPX fails to complete an initial business combination and, accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

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•

the fact that in connection with the Business Combination, we entered into the Subscription Agreements with the PIPE Investors, which provide for the purchase by the PIPE Investors of an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000 in a private placement, as well as for the issuance of an aggregate of 2,567,500 New PubCo Warrants and an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares to the PIPE Investors (with Opportunity Agro Fund being issued 2,280,000 New PubCo Warrants and 1,810,000 additional New PubCo Class A Ordinary Shares pursuant to the Opportunity Subscription Agreement), the closing of which will occur substantially concurrently with the Closing. These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively;

•

the fact that in connection with the Business Combination, we entered into the Ambipar Subscription Agreement with Ambipar, pursuant to which Ambipar committed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share, payable by Ambipar either in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement;

•

the fact that in connection with the Business Combination, we entered into the Downside Protection Agreements, pursuant to which the DPA Beneficiaries are provided with certain downside protection rights;

•

the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) 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 the trust assets, net of the amount of taxes payable, 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 our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act;

•

the fact that, as of June 24, 2022, on November 30, 2022 and on January 17, 2023, the Sponsor loaned to HPX an aggregate of $700,000, $205,000 and $410,000, respectively, for working capital purposes and $1,315,000 is outstanding as of the date of this proxy statement/prospectus. These loans are evidenced by two promissory notes which are non-interest bearing and payable upon the consummation by HPX of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants;

•

the fact that, unless a business combination is completed, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited. As of the date of this proxy statement/prospectus, no such out-of-pocket expenses related to identifying, investigating and consummating a business combination and for which our directors would be awaiting reimbursement have been incurred;

•

the fact that, pursuant to the Investor Rights Agreement (as defined below), certain holders of registrable securities can demand registration of their registrable securities and will also have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing, whereas they do not have such rights today;

•

the potential continuation of certain directors and other persons associated with HPX and Sponsor as directors and in other roles at New PubCo. In particular, Mr. Carlos Piani is nominated to the board

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of directors of New PubCo, Mr. Bernardo Hees is expected to be nominated to the advisory executive committee of New PubCo, Mr. Rafael Espírito Santo is nominated to be New PubCo’s chief financial officer, and Mr. Pedro Petersen is nominated to be New PubCo’s chief investor relations officer; and

•

the continued indemnification of current directors and officers of HPX and the continuation of directors’ and officers’ liability insurance for a period of six years after the Business Combination.

Unlike other blank check companies in which the initial shareholders agree to vote their founder shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares or public shares held by them in favor of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/​prospectus, the Sponsor and the Insiders own approximately 74.3% of the issued and outstanding HPX Ordinary Shares.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and/or other investors who vote, or indicate an intention to vote, against any of the Transaction Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Transaction Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of HPX Class A Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Emergencia or their or HPX’s respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that the required number of holders of HPX Ordinary Shares necessary to approve each proposal, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Transaction Proposals, (2) satisfaction of the Minimum Available Cash Condition, (3) otherwise limiting the number of public shares electing to redeem and (4) HPX’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act and inclusive of the PIPE Financing actually received prior to or substantially concurrently with the Closing) being at least $5,000,001. However, any public shares purchased by the Sponsor or any of its affiliates pursuant to such share purchases or other transactions will not be voted in favor of any of the Transaction Proposals.

Entering into any such arrangements may have a depressive effect on HPX Class A Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. HPX will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

These interests may influence the HPX Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should take these interests into account in deciding whether to approve the Business Combination.

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Certain Other Interests in the Business Combination

In addition to the interests of HPX’s directors and officers in the Business Combination, you should be aware that each of EarlyBird and BofA Securities has financial interests that may conflict with the interests of HPX shareholders and HPX warrantholders generally.

HPX consummated its IPO on July 20, 2020. Credit Suisse acted as sole book-running manager of the IPO and HPX paid to Credit Suisse underwriting discounts and commissions equal to approximately $5,060,000 upon consummation of the offering. Pursuant to the IPO Underwriting Agreement, Credit Suisse, as sole book-running manager of our IPO, was entitled to a deferred fee of $0.35 per unit, or $8,855,000 in the aggregate. Credit Suisse was also engaged by HPX to act as placement agent to assist with the PIPE Financing. HPX had decided to retain Credit Suisse as HPX’s placement agent based primarily on (i) Credit Suisse’s extensive knowledge, strong market position and positive reputation in equity capital markets (and particularly with respect to special purpose acquisition company vehicles) and (ii) Credit Suisse’s long-standing relationship with HPX, including Credit Suisse’s previous role acting as a global coordinator and underwriter of the IPO. Credit Suisse was entitled to receive additional fees for serving as HPX’s placement agent to assist with the PIPE Financing; however, Credit Suisse has resigned as placement agent and agreed to waive its right to the deferred underwriting commission or any other fees, including all right to fees under its Engagement Letter dated March 24, 2022 with HPX and Ambipar. See “Business of HPX — HPX History” and “Risk Factors — Risks Relating to the Business Combination and HPX — Credit Suisse was to be compensated in part on a deferred basis for already-rendered services in connection with HPX’s IPO in part for advisory services provided to HPX in connection with the Business Combination. However, Credit Suisse gratuitously and without any consideration from HPX or Emergencia waived such compensation and disclaimed any responsibility for this proxy statement / prospectus” for additional information. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information and the estimated transaction fees and expenses required to be paid in connection with the Business Combination.

Pursuant to the Engagement Letter entered into in connection with the PIPE Financing on March 24, 2022, BofA Securities was engaged to act as placement agent in connection with the PIPE Financing. As consideration for providing these services, upon consummation of the Business Combination, BofA Securities is entitled to a fee of $1.25 million. In addition to such fee, BofA Securities will also be entitled to an additional fee in an amount equal to up to 2% of the gross proceeds of the New PubCo Class A Ordinary Shares sold to PIPE investors other than the Sponsor and its affiliates in connection with the PIPE Financing and the Ambipar PIPE Financing, subject to HPX Board’s sole discretion, with the exact amount and allocation to be determined on the date of the closing of the Business Combination based on HPX Board’s good faith evaluation of the services provided by BofA Securities.

In addition, pursuant to the Engagement Letter entered on March 11, 2022, as amended on August 26, 2022, BofA Securities was engaged to act as a financial advisor to Ambipar in connection with the Business Combination. As consideration for providing these services, upon consummation of the Business Combination, BofA Securities is entitled to a fee of $8 million. For the avoidance of doubt, if BofA Securities is entitled to a placement agent fee pursuant to the engagement letter dated March 24, 2022, such fee shall be deducted from the fee payable to BofA Securities pursuant to the engagement letter dated March 11, 2022, as amended on August 26, 2022 (the “Success Fee”); provided, however, that such reduction shall not result in the Success Fee being less than zero. Under certain circumstances, BofA Securities is also entitled to a termination fee if the Business Combination is terminated or otherwise is not consummated, provided that such termination fee will not exceed the fee that would have been payable to BofA Securities had the Business Combination been consummated.

BofA Securities has agreed in connection with the PIPE to waive any rights to any assets held in the Trust Account in the event HPX does not complete an initial business combination by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension). However, nothing shall preclude any claims that BofA Securities may have against HPX or prevent BofA Securities from seeking recourse against any assets of HPX other than the Trust Account.

In addition, following the resignation of Credit Suisse as placement agent, EarlyBird has been engaged by HPX as financial advisor to HPX in connection with the proposed Business Combination. As a result of

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the engagement of EarlyBird, the transaction fees payable by HPX at the consummation of the Business Combination will be increased. If the Business Combination is not consummated, EarlyBird will not receive any transaction fees.

HPX agreed to indemnify each of Credit Suisse, EarlyBird and BofA Securities and their respective related parties against liabilities, including liabilities under federal securities laws, relating to, or arising out of, their respective engagements.

HPX did not rely on Credit Suisse for the preparation or analysis of any materials provided to the HPX Board for use as a component of its overall evaluation of Emergencia The HPX Board did not receive or rely upon any financial or valuation analyses conducted or prepared by Credit Suisse in making its determination that the Business Combination Agreement, and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of HPX and its shareholders.

Each of BofA Securities and EarlyBird therefore has a financial interest in HPX completing a business combination that will result in the payment of fees as described above under their respective engagements. In considering the approval of the Business Combination, the shareholders of HPX should consider the roles of BofA Securities and EarlyBird in light of their financial interests in the Business Combination being consummated.

Neither Credit Suisse, BofA Securities or EarlyBird nor any other advisor is entitled, formally or informally, to be retained or engaged in any future matter after the consummation of the Business Combination.

Appraisal or Dissenters’ Rights

The Companies Act prescribes when shareholder dissenters’ rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the HPX Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Extracts of relevant sections of the Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Regulatory Approvals Required for the Business Combination

HPX and Emergencia are not aware of any regulatory approvals in either the United States or Brazil required for the consummation of the Business Combination.

On September 2022, Ambipar received notices from the U.K. Secretary of State for Business, Energy and Industrial Strategy (a) providing a retrospective clearance for Ambipar’s internal reorganization in relation to the acquisition by Emergencia of Ambipar Holdings (UK) Limited and clearance for the Pre-Closing Exchange and the Second Merger pursuant to section 13(2) of the NSIA, (b) confirming that

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no penalty will be issued as a result of the late notification of the internal reorganization, and (c) validating Ambipar’s internal reorganization pursuant to Chapter 4 of the NSIA in relation to the acquisition by Emergencia of Ambipar Response Limited.

Listing of New PubCo Class A Ordinary Shares

Approval of the listing on the NYSE of New PubCo Class A Ordinary Shares to be issued in the Business Combination, subject to official notice of issuance, is a condition to each party’s obligation to complete the Business Combination.

Required Vote

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the transactions contemplated by the Business Combination Agreement, dated as of July 5, 2022 (as may be amended, supplemented, or otherwise modified from time to time), by and among HPX Corp., Ambipar Emergency Response, Ambipar Merger Sub, Emergência Participações S.A., and Ambipar Participações e Empreendimentos S.A., pursuant to which, among other things, HPX Corp. will merge with and into Ambipar Emergency Response, with Ambipar Emergency Response as the surviving entity, and, immediately thereafter, Ambipar Merger Sub will merge with and into Ambipar Emergency Response, with Ambipar Emergency Response as the surviving entity, on the terms and conditions set forth therein (including, without limitation, the applicable plans of merger), be authorised, approved and confirmed in all respects.”

Recommendation with Respect to the Business Combination

The HPX Board has unanimously determined that the Business Combination Agreement is in the best interests of HPX , has unanimously approved the Business Combination Agreement, and unanimously recommends that the shareholders vote or instruct that their vote be cast “FOR” the approval of the Business Combination Proposal.

THE HPX BOARD RECOMMENDS THAT HPX’S SHAREHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL. WHEN YOU CONSIDER THE RECOMMENDATION OF THE HPX BOARD, YOU SHOULD KEEP IN MIND THAT HPX’S DIRECTORS AND EXECUTIVE OFFICERS HAVE INTERESTS IN THE TRANSACTION THAT MAY CONFLICT WITH YOUR INTERESTS AS A SHAREHOLDER, WHICH ARE DESCRIBED ELSEWHERE IN THIS PROXY STATEMENT/PROSPECTUS.

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THE BUSINESS COMBINATION AGREEMENT

The following summary describes certain material provisions of the Business Combination Agreement. This summary is qualified in its entirety by reference to the full text of the Business Combination Agreement, which is attached to this proxy statement/prospectus as Annex A and incorporated herein by reference. You are encouraged to carefully read the Business Combination Agreement in its entirety for a more complete understanding of the Business Combination. The Business Combination Agreement is included to provide investors and security holders with information regarding the terms of the Business Combination Agreement. In particular, the assertions embodied in representations and warranties by the parties contained in the Business Combination Agreement are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also qualified, modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. HPX and New PubCo do not believe that these schedules contain information that is material to an investment decision.

The Pre-Closing Exchange

The Business Combination Agreement provides that, in connection with, and prior to the First Effective Time, Ambipar will have consummated the contribution of its shares of Emergencia into Merger Sub in exchange for Merger Sub Ordinary Shares, and Emergencia will, as a result, have become a wholly-owned subsidiary of Merger Sub. Subsequent to the execution of the Business Combination Agreement, Ambipar approved the Business Combination and agreed to perform such Pre-Closing Exchange, including voting in favor of the relevant matters and the exchange of its Emergencia shares for the Merger Sub Ordinary Shares.

The Mergers

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the parties have agreed that, on the terms and subject to the conditions set forth therein, at the Closing, (i) HPX will merge with and into New PubCo, with New PubCo as the surviving entity, (ii) immediately thereafter, Merger Sub will merge with and into New PubCo with New PubCo as the surviving entity.

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Structure

Pre-Business Combination Structure

The following diagram depicts the organizational structure of Emergencia immediately before the Business Combination.

Note: Jurisdiction of incorporation, organization, formation, as applicable, are in parentheses and italics.

The following diagram depicts the organizational structure of New Pubco and Merger Sub immediately before the Business Combination.

Note: Jurisdiction of incorporation, organization, formation, as applicable, are in parentheses and italics.

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The following diagram depicts the organizational structure of HPX immediately before the Business Combination.

Note: Jurisdiction of incorporation, organization, formation, as applicable, are in parentheses and italics.

Post-Business Combination Structure

The following diagram depicts the organizational structure of New PubCo and its subsidiaries immediately after the consummation of the Business Combination.

Note: Jurisdiction of incorporation, organization, formation, as applicable, are in parentheses and italics.

Effective Times of the Mergers and Closing of the Business Combination

The Mergers are to become effective by the registration of plans of merger by the Cayman Islands Registrar of Companies and each will be effective immediately upon such registration.

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Subject to the terms and conditions of the Business Combination Agreement, the Closing will take place at a time and place to be specified by HPX and Emergencia, on the date which is no later than five (5) business days after the date on which all of the conditions described below under the subsection entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — The Business Combination Agreement — Conditions to Complete the Business Combination,” have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as HPX and Emergencia may mutually and reasonably agree.

HPX, Emergencia and New PubCo currently expect to complete the Business Combination in the second half of 2022. However, any delay in satisfying any conditions to the Business Combination could delay completion of the Business Combination. If the Closing has not occurred by March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension), subject to certain conditions, either HPX or Emergencia may terminate the Business Combination Agreement.

Consideration to be Received in the Business Combination

HPX Shareholders Merger Consideration

Pursuant to the First Merger and after giving effect to the Sponsor Recapitalization, each share of HPX Class A Ordinary Shares issued and outstanding immediately prior to the First Effective Time (other than shares owned by HPX), will be cancelled and automatically converted into the right to receive one New PubCo Class A Ordinary Share, provided that the number of New PubCo Class A Ordinary Shares issuable to the Sponsor will be adjusted downwards in amount corresponding, at one share for every $10.00, to the transaction expenses incurred by HPX in excess of $8,500,000, if any, not reimbursed by HPX pursuant to the terms of the Business Combination Agreement. Each HPX Class A Ordinary Share validly submitted for redemption in the manner set forth in this prospectus/proxy statement will, in accordance with the Existing Governing Documents, be cancelled and redeemed prior to the First Effective Time and for the avoidance of doubt will not be entitled to any merger consideration.

At the First Effective Time and after giving effect to the Sponsor Recapitalization, each of the outstanding and unexercised HPX Warrants immediately prior to the First Effective Time will cease to represent a right to acquire HPX Class A Ordinary Shares and will instead represent the right to acquire the same number of New PubCo Class A Ordinary Shares, at the same exercise price and on the same other terms as in effect immediately prior to the Closing of the Business Combination, such warrants as of the Closing of the Business Combination being referred to herein as New PubCo Warrants.

At the First Effective Time and after giving effect to the Sponsor Recapitalization, each HPX Restricted Stock Unit that is outstanding and unvested as of immediately prior to the First Effective Time shall, as of the First Effective Time, be converted into a restricted stock unit that is settled in New PubCo Class A Ordinary Shares, subject to the same terms and conditions as were applicable to such HPX Restricted Stock Unit as of immediately prior to the First Effective Time.

All shares in the capital of New PubCo that are owned by Ambipar immediately prior to the First Effective Time shall automatically be cancelled at the First Effective Time as a result of the First Merger and no new shares or other consideration shall be delivered in exchange therefor at the First Effective Time.

Ambipar Merger Consideration

Subsequent to the Pre-Closing Exchange and at the Second Effective Time, the total consideration payable to Ambipar will be an amount of New PubCo Class B Ordinary Shares equal to (a) the quotient equal to (x) $345,419,903 in enterprise value (as adjusted downwards by any transaction expenses incurred by Emergencia in excess of $9,500,000 not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement) divided by (y) outstanding Merger Sub Ordinary Shares held by Ambipar divided by (b) $10.00. In addition, Ambipar will be issued the Earn-Out Shares, as follows: (i) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $17.00 over any 20 trading days (as defined in the Business Combination Agreement) within any consecutive 30 trading day period, 50% of the Earn-Out Shares will

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be issued; and (ii) if at any time during the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, the remaining 50% of the Earn-Out Shares will be issued.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Ambipar has entered into a share subscription agreement (the “Ambipar Subscription Agreement”), pursuant to which Ambipar has committed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares (at $10.00 per share). For more information, see “Certain Agreements Related to the Business Combination.”

Ownership of New PubCo Following the Business Combination

The following table illustrates varying estimated ownership levels in New PubCo immediately following the consummation of the Business Combination, based on the three levels of redemptions by HPX public shareholders and the following additional assumptions:

​

Share Ownership in New PubCo(1)(2)

​

Minimum Redemptions(3)

Intermediate Redemptions(4)

Maximum Redemptions(5)

​

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Outstanding Shares (Class A Ordinary Shares and Class B Ordinary Shares)

Percentage of total Voting Power (Class A Ordinary Shares and Class B Ordinary Shares)

HPX shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(6)

​

3.9%

​

0.5%

​

2.5%

​

0.3%

​

1.1%

​

0.2%

Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(7)(8)(9)

​

3.4%

​

0.5%

​

3.5%

​

0.5%

​

3.5%

​

0.5%

PIPE Investors(6)

​

22.9%

​

3.2%

​

23.2%

​

3.2%

​

23.6%

​

3.2%

Ambipar(10)

​

69.8%

​

95.8%

​

70.8%

​

96.0%

​

71.8%

​

96.2%

(1)

As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding. For a more detailed description of share ownership upon consummation of the Business Combination, see “Security Ownership of Certain Beneficial Owners and Management.”

(2)

Pursuant to the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. This table assumes that the XP Non-Redeeming Shareholder will not receive any such additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

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(3)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that no additional public shares are redeemed in connection with the Business Combination.

(4)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 788,272 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of 50% of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(5)

This scenario gives effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares are redeemed in connection with the Business Combination at a per share redemption price of $10.00 per share (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168,000,000 would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(6)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others. For more information about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(7)

Excludes New PubCo Warrants. For additional information with respect to the dilutive effects of the New PubCo Warrants, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

(8)

Considering the exercise of all New PubCo Warrants, the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) would own (i) 3.8% of New PubCo’s share capital under the minimum redemptions scenario, (ii) 3.8% of New PubCo’s share capital under the intermediate redemptions scenario, and (iii) 3.9% of New PubCo’s share capital under the maximum redemptions scenario.

(9)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(10)

Excludes the Earn-Out Shares. For additional information with respect to the dilutive effects of the Earn-Out Shares, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

HPX cannot predict how many of its public shareholders will exercise their right to have their HPX Class A Ordinary Shares redeemed for cash. As a result, HPX has elected to provide the unaudited pro forma condensed combined financial information under the above three different redemption scenarios of HPX shares for cash, each of which produce different allocations of total HPX equity between holders of HPX

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Ordinary Shares. The actual results will likely be within the parameters described by the three redemption scenarios; however, there can be no assurance regarding which scenario will be closest to the actual results.

Representations and Warranties

In the Business Combination Agreement, except as set forth in the HPX disclosure letter, HPX made certain customary representations and warranties to Emergencia, including, among others, representations and warranties related to the following: corporate matters, including organization, existence and standing; capitalization; authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary agreements; no conflict; compliance and governmental approvals; SEC filings and financial statements; absence of certain changes; litigation and proceedings; certain business activities; material contracts; NYSE stock market quotation; PIPE Financing; Trust Account; taxes; information supplied; employees and employee benefit plans; board approval and required shareholder vote; affiliate transactions; brokers’ and similar fees; status as an “emerging growth company” under applicable securities laws; and disclaimer of other warranties.

In the Business Combination Agreement, except as set forth in the Emergencia disclosure letter, Ambipar made certain customary representations and warranties to HPX, severally but not jointly, including, among others, representations and warranties related to the following, to the extent applicable to Ambipar: corporate matters, including organization, existence and standing of Ambipar, New PubCo and Merger Sub; capitalization of Emergencia and all of its direct and indirect subsidiaries (collectively, the “Group Companies”); authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary agreements in regards to Emergencia; no conflict; financial statements; brokers and third-party expenses of Ambipar; board approval; and the Ambipar PIPE Financing.

In the Business Combination Agreement, except as set forth in the Emergencia disclosure letter, Emergencia made certain customary representations and warranties to HPX, including, among others, representations and warranties related to the following: corporate matters, including organization, existence and standing of Emergencia and Ambipar; New PubCo and Merger Sub; subsidiaries; capitalization of the Group Companies; authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary agreements; no conflict; compliance; financial statements, no undisclosed liabilities; absence of certain changes or events; litigation; employee benefits plans; labor matters; real and tangible property; taxes; environmental matters; brokers and third-party expenses; intellectual property; privacy; contracts and commitments; insurance; interested party transactions; information supplied; anti-bribery, anti-corruption; international trade, sanctions and anti-money laundering laws; customers and suppliers; board approval; certain business activities; PIPE Financing; and disclaimer of other warranties.

In the Business Combination Agreement, except as set forth in the Emergencia disclosure letter, each of New PubCo and Merger Sub made certain customary representations and warranties to HPX, severally but not jointly, including, among others, representations and warranties related to the following, to the extent applicable to New PubCo or Merger Sub, respectively: corporate matters, including organization, existence and standing of New PubCo and Merger Sub; capitalization of the Group Companies; compliance; litigation; taxes; contracts and commitments; information supplied; board approval and required shareholder vote. New PubCo has also made representations and warranties related to the PIPE Financing amount.

HPX, Emergencia, Ambipar, New PubCo and Merger Sub have qualified certain of the representations and warranties by a materiality or a material adverse effect standard. The Business Combination Agreement defines “material adverse effect” as:

•

With respect to HPX, any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition or results of operations of HPX; or (b) the ability of HPX to consummate the transactions contemplated by the Business Combination Agreement by the date that is nine months following the date of the Business Combination Agreement; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a material adverse effect with respect to the HPX pursuant to clause (a) has occurred or would reasonably be expected to occur: (i) acts of war, sabotage, hostilities, civil unrest, protests, demonstrations, insurrections, riots,

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cyberattacks or terrorism, or any escalation or worsening of any such acts, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, flooding, wild fires, epidemics, pandemics or other public health emergencies (including COVID-19 or any COVID-19 measures (as defined in the Business Combination Agreement)) or other natural or man-made disasters; (iii) changes attributable to the public announcement, performance or pendency of the transactions contemplated by the Business Combination Agreement (including the impact thereof on relationships with customers, licensors, licensees, suppliers, employees or other third parties related thereto), provided that this clause (iii) shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the public announcement, performance or pendency of the transactions contemplated by the Business Combination Agreement; (iv) changes or proposed changes in applicable Legal Requirements or enforcement or interpretations thereof or decisions by courts or any Governmental Entity after the date of the Business Combination Agreement; (v) changes in U.S. GAAP, IFRS or applicable accounting or auditing standards (or any interpretation thereof) after the date of the Business Combination Agreement; (vi) changes in general economic, regulatory or tax conditions, including changes in the credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates); (vii) events or conditions generally affecting the industries and markets in which HPX operates; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a material adverse effect with respect to HPX; (ix) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of the Business Combination Agreement or (B) taken with the prior written consent of or at the prior written request of New PubCo, Merger Sub or Emergencia; (x) any change, event, effect or occurrence to the extent relating to any of the Group Companies or Ambipar; (xi) any HPX shareholder redemption (as defined in the Business Combination Agreement), in and of itself; (xii) any breach of any covenants, agreements or obligations of a PIPE Investor under a Subscription Agreement (including any breach of a PIPE Investor’s obligations to fund its commitment thereunder when required); (xiii) any breach of any covenants, agreements or obligations of New PubCo or of Ambipar under the Ambipar Subscription Agreement; or (xiv) any change, event, effect or occurrence that is generally applicable to “SPACs”; provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the business, assets, financial condition or results of operations of HPX, taken as a whole, relative to similarly situated companies in the industries in which HPX conduct their respective operations, then such impact may be taken into account (unless otherwise excluded) in determining whether a material adverse effect with respect to HPX has occurred, but solely to the extent of such disproportionate and adverse effect. Notwithstanding the foregoing, the amount of any HPX shareholder redemptions (or any redemption in connection with the Initial Extension, the Second Extension and any Additional Extension), or the failure to obtain HPX shareholder approval (as defined in the Business Combination Agreement) or, if sought, the approval of HPX shareholders for the Initial Extension, the Second Extension or any Additional Extension, shall not be deemed a material adverse effect with respect to HPX.

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With respect to the Group Companies, any state of facts, development, change, circumstance, occurrence, event or effect, that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition or results of operations of the New PubCo, Merger Sub or the Group Companies, taken as a whole; or (b) the ability of any of Ambipar, New PubCo, Merger Sub and Emergencia to consummate the transactions contemplated by the Business Combination Agreement by the date that is nine months following the date of the Business Combination Agreement; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a material adverse effect with respect to Emergencia pursuant to clause (a) has occurred or would reasonably be expected to occur: (i) acts of war, sabotage, hostilities, civil unrest, protests, demonstrations, insurrections, riots, cyberattacks or terrorism, or any escalation or worsening of any such acts, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, flooding, wild fires, epidemics, pandemics or other

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public health emergencies (including COVID-19 or any COVID-19 measures) or other natural or man-made disasters; (iii) changes attributable to the public announcement, performance or pendency of the transactions contemplated by the Business Combination Agreement (including the impact thereof on relationships with customers, licensors, licensees, suppliers, employees or other third parties related thereto), provided that this clause (iii) shall not apply to the representations and warranties (or related conditions) that, by their terms, specifically address the consequences arising out of the public announcement, performance or pendency of the transactions contemplated by the Business Combination Agreement; (iv) changes or proposed changes in applicable Legal Requirements or enforcement or interpretations thereof or decisions by courts or any other Governmental Entity after the date of the Business Combination Agreement; (v) changes in U.S. GAAP, IFRS or applicable accounting or auditing standards (or any interpretation thereof) after the date of the Business Combination Agreement; (vi) changes in general economic, regulatory or tax conditions, including changes in the credit, debt, capital, currency, securities or financial markets (including changes in interest or exchange rates); (vii) events or conditions generally affecting the industries and markets in which New PubCo, Merger Sub or any Group Company operates; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in an Emergencia material adverse effect; or (ix) any actions (A) required to be taken, or required not to be taken, pursuant to the terms of the Business Combination Agreement or (B) taken with the prior written consent of or at the prior written request of HPX; provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the business, assets, financial condition or results of operations of New PubCo, Merger Sub or the Group Companies, taken as a whole, relative to similarly situated companies in the industries in which New PubCo, Merger Sub or the Group Companies conduct their respective operations, then such impact may be taken into account (unless otherwise excluded) in determining whether a material adverse effect with respect to Emergencia has occurred, but solely to the extent of such disproportionate and adverse effect.

In addition, the representations and warranties made by HPX, Ambipar, Emergencia, New PubCo and Merger Sub:

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have been qualified by information that HPX and Emergencia each set forth in disclosure schedules that the parties exchanged in connection with signing the Business Combination Agreement; the information contained in such disclosure schedules modifies, qualifies and creates exceptions to the representations and warranties in the Business Combination Agreement;

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in the case of HPX, have been qualified by information that HPX set forth in the reports that it has filed or furnished with the SEC since the date of the Business Combination Agreement (subject to certain exceptions); and

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are subject to the materiality and material adverse effect standards described in the Business Combination Agreement, which may differ from what may be viewed as material by you.

The accuracy of each party’s representations and warranties, subject in each appropriate case to a materiality or a material adverse effect standard, is a condition to completing the Business Combination. See “— Conditions to Complete the Business Combination.”

Conduct of Business Pending Consummation of the Business Combination and Covenants

Covenants of Emergencia, New PubCo and Merger Sub

Emergencia, New PubCo and Merger Sub made certain covenants under the Business Combination Agreement, including, among others, the following:

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from the date of the Business Combination Agreement until the earlier of the Second Effective Time or the termination of the Business Combination Agreement (the “Interim Period”), Emergencia, New PubCo and Merger Sub will, and will cause its subsidiaries to:

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except as otherwise consented to by HPX in advance and in writing, as expressly contemplated by the Business Combination Agreement and the other ancillary documents, as required by applicable Legal Requirements, as set forth in the disclosure schedules, or as a result of or in connection with COVID-19, use its commercially reasonable efforts to carry on its business in the ordinary course of business;

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except as consented to by HPX in advance and in writing, or as expressly contemplated by the Business Combination Agreement and the other ancillary documents, or as required by applicable Legal Requirements, or as a result of or in connection with COVID-19, Emergencia, New PubCo and Merger Sub will, and will cause each of Emergencia’s subsidiaries not to:

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other than in the ordinary course of business or as otherwise required by any existing Employee Benefit Plan (as defined in the Business Combination Agreement) or applicable Legal Requirements (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor, except for (A) individual increases of not more than 5% in the base salary or wage rate of any current employee who has annual base compensation of more than $175,000 (or its equivalent in another currency) in the ordinary course of business and (B) the payment of annual bonuses and other short-term incentive compensation in the ordinary course of business (including with respect to the determination of the achievement of any applicable performance objectives, whether qualitative or quantitative); (ii) grant or pay any severance, retention, transaction or change in control pay or benefits to, or otherwise increase the severance, retention, transaction or change in control pay or benefits of, any current or former employee, director or independent contractor, other than the payment of severance in the ordinary course of business in exchange for a release of claims; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of the Business Combination Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any Employee Benefit Plan or otherwise; (v) grant any equity or equity-based compensation awards other than in the ordinary course of business; or (vi) hire or terminate any employee whose annual base compensation is $150,000 (or its equivalent in another currency) or more, other than terminations for cause;

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(i) transfer, sell, assign, license, sublicense, encumber, impair, abandon or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property (as defined in the Business Combination Agreement) that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses); or (ii) voluntarily extend, amend, waive, cancel or modify any rights in or to any owned intellectual property that is material to any of the Group Companies, New PubCo or Merger Sub (or any of their respective businesses), other than, in each of clauses (i) through (ii), non-exclusive licenses granted in the ordinary course of business or expirations of Intellectual Property (as defined in the Business Combination Agreement) in accordance with the applicable statutory term (if such term is non-renewable);

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except for transactions solely among the Group Companies, (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, shares, equity securities or property) in respect of any share capital or otherwise, or split, combine or reclassify any share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, shares, capital stock or any other equity interests, as applicable, in any Group Company, New PubCo or Merger Sub; or (iii) grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, shares, capital stock or any other equity interests (such as share or stock options, share or stock units, restricted shares or stock or other Contracts (as defined in the Business Combination Agreement) for the purchase or acquisition of

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such shares or capital stock), as applicable, in any Group Company, New PubCo or Merger Sub (other than as expressly required by the Subscription Agreements);

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amend its Governing Documents (as defined in the Business Combination Agreement);

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except in the ordinary course of business or except as set forth in the Emergencia disclosure letter (i) merge, consolidate or combine with a third party, other than with HPX or (ii) acquire or agree to acquire by merging or consolidating with, purchasing a majority of the equity interest in or all or substantially all of the assets of, or by any other manner, any third-party business or corporation, partnership, association or other business organization or division thereof, unless such transactions under (i) and (ii) individually or in the aggregate, would not require the presentation of any financial statements of a business acquired or to be acquired pursuant to Rule 3-05 of Regulation S-X and would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Business Combination Agreement;

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voluntarily dispose of or amend any real property leases other than in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate;

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other than with respect to its real property leases and intellectual property, voluntarily sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing with respect to, or otherwise dispose of, material assets or properties, other than in the ordinary course of business or pursuant to contracts (as defined in the Business Combination Agreement) existing on the date hereof;

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(i) make, create any loans, advances or capital contributions to, or investments in, any person other than any of the Group Companies, New PubCo or Merger Sub and other than advances for business expenses and loans or advances to customers and suppliers in the ordinary course of business; (ii) create, incur, assume, guarantee or otherwise become liable for, any Indebtedness (as defined in the Business Combination Agreement) incurred after the date hereof in excess of $20,000,000 (or its equivalent in another currency) in the aggregate other than (w) in connection with additional borrowings, extensions of credit and other financial accommodations from the existing lenders or under existing credit facilities, notes and other Indebtedness existing as of the date of the Business Combination Agreement, (x) guarantees of any Indebtedness of any subsidiaries of Emergencia or guarantees by the subsidiaries of Emergencia of the indebtedness of Emergencia, New PubCo or Merger Sub, (y) Indebtedness that qualifies as Company Transaction Expenses (as defined in the Business Combination Agreement), or (z) Indebtedness incurred in connection with any transaction set forth in the section 6.11(e) of the Emergencia disclosure letter; (iii) except in the ordinary course of business, create any Liens (as defined in the Business Combination Agreement) on any material property or material assets of any of the Group Companies, New PubCo or Merger Sub in connection with any indebtedness thereof (other than Permitted Liens (as defined in the Business Combination Agreement)); or (iv) cancel or forgive any Indebtedness owed to any of the Group Companies, New PubCo or Merger Sub other than ordinary course compromises of amounts owed to the Group Companies, New PubCo or Merger Sub by their respective customers;

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compromise, settle or agree to settle any Legal Proceeding (as defined in the Business Combination Agreement) involving payments by any Group Company, New PubCo or Merger Sub of $100,000 (or its equivalent in another currency) or more, or that imposes any material non-monetary obligations on a Group Company, New PubCo or Merger Sub (excluding, for the avoidance of doubt, confidentiality, non-disparagement or other similar obligations incidental thereto);

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(i) except in the ordinary course of business or as would not reasonably be expected to be material to the Group Companies, New PubCo or Merger Sub, individually or in the aggregate: (A) modify, amend in a manner that is adverse to the applicable Group Company,

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New PubCo or Merger Sub or terminate any Company Material Contract (as defined in the Business Combination Agreement); (B) enter into any Contract that would have been a Company Material Contract, had it been entered into prior to the date of the Business Combination Agreement; or (C) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract (other than assignments by the applicable Group Company, New PubCo or Merger Sub to any other Group Company, New PubCo or Merger Sub); or (ii) modify or amend any material term under the Existing Credit Agreements (as defined in the Business Combination Agreement) or terminate the Existing Credit Agreements or any commitments thereunder;

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except as required by IFRS (or any interpretation thereof) or applicable Legal Requirements (including to obtain compliance with PCAOB auditing standards), make any material change in accounting methods, principles or practices;

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(i) make, change or revoke any material Tax (as defined in Business Combination Agreement) election, (ii) settle or compromise any material Tax liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement, (iii) file any amended material Tax Return (as defined in the Business Combination Agreement) other than any such amendments that would be consistent with the past practice of Emergencia, (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of Emergencia, (v) settle or consent to any claim or assessment relating to any material amount of Taxes or (vi) surrender or allow to expire any right to claim a refund of material Taxes;

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take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment (as defined in the Business Combination Agreement);

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authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of Emergencia, New PubCo or Merger Sub;

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subject to the terms of the Business Combination Agreement, enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, shareholders, stockholders or other Affiliates (as defined in the Business Combination Agreement) (including any direct or indirect controlling equity holder of Ambipar, but other than the Group Companies, New PubCo or Merger Sub), other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions, (ii) reimbursement for reasonable expenses incurred in connection with any of the Group Companies, New PubCo or Merger Sub, (iii) Employee Benefit Plans and (iv) employment arrangements entered into in the ordinary course;

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engage in any material new line of business (it being understood that this shall not restrict the Group Companies from extending its business into new geographies);

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(i) modify or amend any of the Subscription Agreements or enter into or amend any other agreement related to the PIPE Financing, or (ii) modify or amend the Ambipar Subscription Agreement or enter into, modify, amend or terminate any other agreement related to the Ambipar PIPE Financing;

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amend or enter into any material contract as listed in the Emergencia disclosure schedule (or that would have been required to be set forth therein if such contract existed on the date of the Business Combination Agreement) or any contract of the type described in Emergencia’s representation on interested party transactions; or

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agree in writing or otherwise agree, commit or resolve to take any of the foregoing actions;

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to deliver to HPX (i) unaudited combined balance sheets of Emergencia, and statements of income and cash flows of Emergencia, for each quarterly period after the date of the Business Combination

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Agreement no later than 45 days following the end of each such quarterly period, which interim financial statements will be suitable for inclusion in this proxy statement/prospectus and prepared, in all material respects, in accordance with IFRS applied on a consistent basis during the periods involved (except in each case as described in the notes thereto and for the absence of footnotes), and reviewed in accordance with PCAOB Accounting Standard 4105, and on that basis will present fairly, in all material respects, the financial position of Emergencia as of the respective dates thereof, and the results of their operations and changes in cash flows for the periods then ended, and (ii) audited combined balance sheets of Emergencia, and statements of income and cash flows of Emergencia, for each fiscal year completed after the date hereof no later than 60 days following the end of each such fiscal year, together with their respective auditor’s reports thereon and consent to use such financial statements and reports, which financial statements will be suitable for inclusion in this proxy statement/prospectus, prepared, in all material respects, in accordance with IFRS applied on a consistent basis during the periods involved (except as described in the notes thereto), and audited in accordance with applicable PCAOB auditing standards, and on that basis will present fairly, in all material respects, the financial position of Emergencia as of the respective dates thereof, and the results of their operations and changes in cash flows for the periods then ended;

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to deliver to HPX, for inclusion in this proxy statement/prospectus the Emergencia audited combined financial statements as of and for the years ended December 31, 2021 and 2020 audited by the Independent Auditors (as defined in the Business Combination Agreement) in accordance with PCAOB auditing standards, as well as Emergencia’s unaudited interim condensed combined financial statement required and suitable for inclusion in this proxy statement/prospectus, as applicable, and the consent of the independent auditors to use such financial statements in this proxy statement/​prospectus, and (ii) from time to time, as promptly as practicable, Emergencia shall deliver to HPX, to the extent required for inclusion in this proxy statement/prospectus, any other audited and unaudited combined balance sheets and the related audited or unaudited combined statement of income and statements of income, changes in shareholders’ equity and cash flows of any of the Group Companies, in each case in compliance with the standards of the PCAOB, and in compliance in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to the registrant at such time.

Covenants of HPX

HPX made certain covenants under the Business Combination Agreement, including, among others, the following:

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during the Interim Period, HPX will:

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except as otherwise consented to by Emergencia in advance and in writing, as expressly contemplated by the Business Combination Agreement (including as contemplated by the PIPE Financing) and in the disclosure schedules, carry on its business in the ordinary course of business, provided that nothing in the Business Combination Agreement will prohibit or restrict HPX from extending the deadline by which it must complete its Business Combination and no consent of any other party to the Business Combination Agreement will be required in connection therewith;

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except as consented to by Emergencia in advance and in writing, as expressly contemplated by the Business Combination Agreement and the other ancillary documents, as required by applicable Legal Requirements, as set forth in the disclosure schedules HPX and New PubCo will, and New PubCo will cause each of its subsidiaries not to:

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declare, set aside or pay dividends on or make any other distributions (whether in cash, shares, stock, equity securities or property) in respect of any share capital (or warrant) or split, combine or reclassify any share capital (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital or warrant, or effect any like change in capitalization;

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purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of HPX;

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•

except as expressly required by the Subscription Agreements, grant, issue, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, or subscriptions, rights, warrants or options to acquire any shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares or equity securities or convertible or exchangeable securities;

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amend its Governing Documents or the terms of any of HPX Warrants;

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(i) merge, consolidate or combine with any person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances;

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except in the ordinary course of business (i) incur any Indebtedness or guarantee any Indebtedness of another person; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities, enter into any “keep well” or other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the economic effect of any of the foregoing; provided, however, that HPX will be permitted to incur Indebtedness from its Affiliates and shareholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of HPX in due course on a non-interest basis and otherwise on terms and conditions no less favorable than arm’s-length and repayable at the Closing;

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make any loan, advance or capital contribution to any other person;

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except as required by U.S. GAAP (or any interpretation thereof) or applicable Legal Requirements, make any change in accounting methods, principles or practices;

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(i) make, change or revoke any material Tax election (in each case other than actions in respect of such tax elections that would be consistent with the past practice of HPX); (ii) settle or compromise any material Tax liability, enter into any closing agreement in respect of material Taxes or enter into any Tax sharing or similar agreement; (iii) file any amended material Tax return other than any such amendments that would be consistent with the past practice of HPX; (iv) consent to any extension or waiver of the statute of limitations regarding any material amount of Taxes in respect of any material Tax attribute that would give rise to any claim or assessment of Taxes, in each case other than any such extensions or waivers that would be consistent with the past practice of HPX; (v) settle or consent to any claim or assessment relating to any material amount of Taxes; or (vi) surrender or allow to expire any right to claim a refund of material taxes;

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take, or fail to take, any action if such action, or failure to take such action, would reasonably be expected to prevent, impair or impede the Intended Tax Treatment;

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create any Liens on any material property or material assets of HPX;

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liquidate, dissolve, reorganize or otherwise wind up the business or operations of HPX;

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commence, settle or compromise any Legal Proceeding material to HPX or its properties or assets;

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engage in any material new line of business;

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modify, amend or terminate the Trust Agreement (as defined in the Business Combination Agreement) or any Subscription Agreement or enter into, amend any other agreement related to the Trust Account or the PIPE Financing;

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amend or enter into any material contract as listed in HPX disclosure schedule (or that would have been required to be set forth therein if such contract existed on the date of the

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Business Combination Agreement) or any contract of a type described in HPX’s representation on affiliate transactions; or

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agree in writing or otherwise agree, commit or resolve to take any of the foregoing actions;

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at the Closing, in accordance with the Trust Agreement, to use commercially reasonable efforts to cause the funds in the Trust Account to be disbursed as directed in the Trust Termination Letter (as defined in the Business Combination Agreement); and

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to take all actions necessary to ensure that HPX continues to qualify as an “emerging growth company” under applicable securities laws from the date of the Business Combination Agreement through the Closing.

Joint and Other Covenants

The Business Combination Agreement also contains additional covenants and agreements among the various parties pertaining to, among other matters:

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Emergencia, HPX, New PubCo and Merger Sub agreed to use their respective commercially reasonable efforts to assist the other in preparing in a timely manner any other financial information or statements (including customary pro forma financial statements and/or such financial statements for other periods as contemplated by the rules of the SEC) that are required to be included in this proxy statement/prospectus and any other filings to be made by HPX or New PubCo with the SEC in connection with the Transactions;

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Each of Ambipar and Emergencia has agreed not to, and will cause Emergencia’s subsidiaries not to, and direct their respective Representatives (as defined in the Business Combination Agreement) not to, directly or indirectly, solicit, initiate, enter into or continue discussions, negotiations, transactions, agreements with, or encourage or respond to any inquiries or proposals by, or provide any information to, any person (other than HPX and its Representatives), concerning any Company Business Combination (as defined in the Business Combination Agreement);

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HPX has agreed not to, and will cause Sponsor not to, and direct its Representatives not to, directly or indirectly, solicit, initiate, enter into or continue discussions, negotiations, transactions, agreements with, or encourage or respond to any inquiries or proposals by, or provide any information to, any person (other than Emergencia, New PubCo and Merger Sub), concerning any SPAC Business Combination (as defined in the Business Combination Agreement);

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Ambipar has agreed to cause New PubCo to prepare and file, and Emergencia agreed to assist and cooperate with the preparation and filing of, this Form F-4 and the proxy statement/prospectus included herein (and any amendments and supplements);

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New PubCo will make available to Emergencia and HPX drafts of the proxy statement/prospectus of which this proxy statement/prospectus is a part and any other documents to be filed with the SEC that relate to the transactions contemplated by the Business Combination Agreement, both preliminary and final, and any amendment or supplement to this proxy statement/prospectus or such other document and will provide Emergencia and HPX with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith;

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HPX will duly convene a meeting of HPX shareholders and solicit proxies from its shareholders in favor of the approval of the Business Combination Agreement and other related shareholder proposals;

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each party must use commercially reasonable best efforts to make effective the Mergers and other transactions contemplated in the Business Combination Agreement, including to cause the conditions precedent to be satisfied;

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HPX will use commercially reasonable efforts to ensure that HPX remains listed as a public company on, and for shares of HPX Class A Ordinary Shares to be listed on, the NYSE;

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each of HPX, Emergencia and New PubCo agreed to cooperate to, and use commercially reasonable best efforts to, cause New PubCo Class A Ordinary Shares to be approved for listing on the NYSE (or other public stock exchange market in the United States as agreed by the parties) at the Closing;

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•

each party will make any required filings or required notifications pursuant to any applicable antitrust laws or other applicable Legal Requirements, including pursuant to the United Kingdom National Security and Investment Act 2021 (“NSIA”);

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each party agrees to confidentiality measures and each party will cooperate to make public announcements and other communications regarding the Business Combination Agreement and the transactions;

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HPX must make appropriate arrangements to have the Transfer Agent (as defined in the Business Combination Agreement) distribute the proceeds of the Trust Account at the closing of the Business Combination in accordance with the Business Combination Agreement;

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New PubCo agrees to maintain all director and officer indemnification provisions in HPX’s and Emergencia’s respective governing documents for a period of six years following the Closing;

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prior to the Closing, New PubCo will, and will cause Emergencia to, purchase a “tail” directors’ and officers’ liability insurance policy for a period of six years covering the actions or omissions of directors and officers of New PubCo, Merger Sub or Emergencia occurring prior to the Closing;

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prior to the Closing, HPX will purchase a “tail” directors’ and officers’ liability insurance policy for a period of six years covering the actions or omissions of directors and officers of HPX occurring prior to the Closing;

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each party agrees to reasonably cooperate and take certain actions to have the Business Combination qualify for the tax treatment intended by the parties as provided for in the Business Combination Agreement;

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each of HPX and New PubCo agrees to not amend, modify or waive the terms of the Subscription Agreements or the Ambipar Subscription Agreement without Emergencia’s prior written consent and to use its commercially reasonable efforts to consummate the transactions contemplated in the Subscription Agreements and the Ambipar Subscription Agreement;

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as promptly as reasonably practicable following the date of the Business Combination Agreement, Emergencia and Ambipar agreed to enter into the Cost Sharing Agreement which is to be effective as of the Closing;

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for so long as Ambipar and its Affiliates (excluding Emergencia and New PubCo) collectively own or control 30% or more of total combined voting power in New PubCo, New PubCo agreed not to, and to cause its Subsidiaries (as defined in the Business Combination Agreement) not to, materially amend or terminate the Cost Sharing Agreement;

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the parties agree to take all actions necessary for New PubCo to qualify as a “foreign private issuer” under applicable securities laws;

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the parties agreed to give each other the opportunity to participate in the defense, settlement or prosecution of any legal proceedings commenced after the date of the Business Combination Agreement related to the matters therein;

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the parties agree to take all necessary actions to cause the post-Closing New PubCo board of directors to be composed as provided in the Investor Rights Agreement and Registration Rights Agreement; and

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the parties agree to cooperate to establish an equity incentive plan for service providers of New PubCo.

Board of Directors

The Business Combination Agreement provides that, immediately following the Closing, New PubCo’s board of directors will consist of seven directors. The initial composition of New PubCo’s board of directors will be comprised of (i) five individuals to be designated by Ambipar, (ii) one individual to be designated by the Sponsor, provided that such director so designated shall qualify as “independent” under Rule 10A-3 of the Exchange Act, and (iii) one individual to be designated by Opportunity Agro Fund. Any subsequent

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New PubCo board of directors shall be composed in accordance with and subject to the terms and conditions of the Proposed Governing Documents. The directors of New PubCo will include Tercio Borlenghi Junior and Carlos Piani. See “New PubCo Management Following the Business Combination — Board of Directors.”

Conditions to Complete the Business Combination

Unless waived in writing by both HPX and Emergencia, the obligations of the parties to consummate the Business Combination are subject to the satisfaction of the following conditions at or prior to the First Effective Time:

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at the extraordinary general meeting (including any adjournments thereof), the approval of each of the Business Combination Proposal, the First Plan of Merger Proposal, the Second Plan of Merger Proposal, the Change in Authorized Share Capital Proposal, the Method to Appoint and Elect Directors Proposal and the Other Changes to the Governing Documents Proposal by HPX shareholders;

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the approval of Ambipar, as the sole shareholder of Emergencia, Merger Sub and New PubCo, of the necessary matters required to be approved in connection with and such other actions contemplated by the Business Combination Agreement shall have been obtained;

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receipt of all necessary pre-Closing governmental authorizations as contemplated by the Business Combination Agreement;

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HPX having net tangible assets of at least $5,000,001 remaining after accounting for the HPX shareholder redemptions;

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the absence of any Legal Requirement enjoining or prohibiting the consummation of the Business Combination and other related transactions;

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the receipt of approval for the New PubCo Class A Ordinary Shares to be listed on the NYSE (or another public stock market or exchange in the United States as may be mutually agreed upon by HPX and Emergencia);

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the effectiveness of the Form F-4 and the absence of any issued or pending stop order by the SEC;

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the delivery to HPX of the Contribution Agreement, duly executed by Ambipar and Merger Sub;

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Emergencia, certain of Emergencia’s subsidiaries and Ambipar shall have entered into the Cost Sharing Agreement;

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the U.K. Secretary of State approving the Pre-Closing Exchange and the Second Merger pursuant to section 13(2) of the NSIA, and, to the extent required, giving a validation notice pursuant to Chapter 4 of the NSIA in relation to any acquisition by Emergencia prior to the date hereof of Ambipar Holdings (UK) Limited; and

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the consent of each holder of a fixed or floating security interest of HPX, New PubCo and Merger Sub, if any, shall have been obtained or the requirement to obtain such consent has been discharged by the Grand Court of the Cayman Islands in accordance with the Companies Act.

Unless waived by Emergencia in writing, the obligations of Emergencia, New PubCo and Merger Sub to consummate, or cause to be consummated, the Business Combination are also subject to the satisfaction of each of the following conditions:

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the representations and warranties of HPX (pertaining to corporate organization, capitalization, due authorization, no conflicts, required filings, business activities, HPX Board approval and recommendation, and brokers’ and similar fees) being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

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all other representations and warranties of HPX being true and correct as of the Closing or, if they expressly relate to an earlier date, as of such earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect in relation to HPX;

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each of the covenants of HPX to be performed or complied with as of or prior to the Closing pursuant to the Business Combination Agreement having been performed or complied with in all material respects;

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subsequent to the execution of the Business Combination Agreement and prior to the Closing, no material adverse effect in relation to HPX will have occurred that exists as of the Closing;

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delivery by HPX to Emergencia of a certificate signed by an officer of HPX, dated as of the Closing, certifying that certain conditions have been fulfilled;

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making of appropriate arrangements by HPX to have the Trust Account (less certain amounts paid and to be paid pursuant to the Business Combination Agreement) available to HPX for payments to be made under the Business Combination Agreement at Closing; and

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the sum of the cash and cash equivalents contained in the Trust Account immediately before the Closing (including any interest earned on the funds held in the Trust Account, but net of Taxes payable thereon and after deducting the amount required to be paid to our public shareholders who elect to exercise their redemption rights) and the aggregate net proceeds from the PIPE Financing and the Ambipar PIPE Financing be equal to at least $168,000,000 (without considering any payment of Business Combination related transaction expenses).

Unless waived by HPX in writing, the obligations of HPX to consummate, or cause to be consummated, the Business Combination are also subject to the satisfaction of each the following conditions:

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certain representations and warranties of Emergencia, Ambipar, New PubCo and Merger Sub pertaining to corporate organization, New PubCo and Merger Sub, Emergencia’s subsidiaries, due authorization, no conflicts, required filings and brokers’ and similar fees being true and correct in all but de minimis respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date;

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the representations and warranties of Emergencia pertaining to ownership of all outstanding Emergencia Ordinary Shares being true and correct in all material respects as of the Closing or, if they expressly relate to an earlier date, as of such earlier date, other than deviations reflected on a closing payments schedule to be delivered pursuant to the Business Combination Agreement prior to Closing;

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all other representations and warranties of Emergencia, New PubCo and Merger Sub being true and correct as the Closing or, if they expressly relate to an earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had and is not reasonably likely to have a material adverse effect in relation to Emergencia;

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each of the covenants of Emergencia, New PubCo and Merger Sub to be performed or complied with as of or prior to the Closing pursuant to the Business Combination Agreement having been performed or complied with in all material respects;

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subsequent to the execution of the Business Combination Agreement and prior to the Closing, no material adverse effect in relation to Emergencia will have occurred that exists as of the Closing; and

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delivery by Emergencia to HPX of a certificate signed by an officer of Emergencia, dated as of the First Effective Time, certifying that certain conditions have been fulfilled.

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated and the Business Combination contemplated thereby abandoned under certain customary and limited circumstances:

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by mutual written consent of HPX and Emergencia or Merger Sub;

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by written notice by either HPX or Emergencia if the Closing has not occurred on or prior to March 31, 2023 (or such later date as may be approved by the HPX shareholders in connection with an Additional Extension, provided, further, that notwithstanding any such Additional Extension,

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such date shall not be later than March 31, 2023, without the prior written consent of Emergencia); provided that such party shall not be entitled to terminate if such party’s action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure constitutes a breach of the Business Combination Agreement;

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by written notice from either HPX or Emergencia to the other if a governmental entity shall have issued an order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable;

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prior to the Closing, by written notice to HPX from Emergencia or Merger Sub if there is any breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of HPX, or if any representation or warranty of HPX shall have become untrue, in either case, such that the conditions to the Business Combination would not be satisfied as of the time of such breach or as of the time such representation or warranty will have become untrue and if such breach cannot be or has not been cured within 30 days following delivery by Emergencia of written notice to HPX of such breach (or by the Outside Date (as defined in the Business Combination Agreement, whichever is earlier)); provided that if HPX continues to exercise commercially reasonably efforts to cure such breach, Emergencia cannot terminate if (a) it has materially breached the Business Combination Agreement and has not cured such breach, or (b) such breach by HPX is cured during such 30-day period;

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prior to the Closing, by written notice to Emergencia from HPX if there is any breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement on the part of Emergencia, New PubCo or Merger Sub, or if any representation or warranty of Emergencia, New PubCo or Merger Sub shall have become untrue, in either case, such that the conditions to the Business Combination would not be satisfied as of the time of such breach or as of the time such representation or warranty will have become untrue and if such breach cannot be or has not been cured within 30 days following delivery by HPX of written notice to Emergencia of such breach (or by the Outside Date, whichever is earlier); provided that if Emergencia, New PubCo or Merger Sub continues to exercise commercially reasonably efforts to cure such breach, HPX cannot terminate if (a) it has materially breached the Business Combination Agreement and has not cured such breach or (b) such breach by Emergencia, New PubCo or Merger Sub is cured during such 30-day period; and

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by written notice from either HPX or Emergencia to the other if, at the extraordinary general meeting (including any adjournments thereof), the HPX Shareholder Approval is not obtained.

In the event of termination of the Business Combination Agreement, the Business Combination Agreement will be of no further force and effect and the Transactions will be abandoned, without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or shareholders, other than liability of any party thereto for Willful Breach (as defined in the Business Combination Agreement) of the Business Combination Agreement by such party or its own Intentional Fraud (as defined in the Business Combination Agreement); provided that obligations under the Confidentiality Agreement (as defined in the Business Combination Agreement) and certain obligations related to the Trust Account, and certain other provisions required under the Business Combination Agreement shall, in each case, survive any termination of the Business Combination Agreement. There are no termination fees in connection with the termination of the Business Combination Agreement.

Non-survival of Representations, Warranties and Covenants

None of the representations, warranties, covenants, obligations or other agreements in the Business Combination Agreement, or in any related document or instrument delivered pursuant to the Business Combination Agreement, will survive the Closing except for (i) any covenants and agreements contained therein that expressly by their terms apply either in part or in whole after the Closing, or (ii) any party’s liability for such party’s own Intentional Fraud.

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Governing Law

The Business Combination Agreement is governed and construed in accordance with the law of the State of Delaware regardless of the law that might otherwise govern under applicable conflicts of law thereof. Each party has waived its rights to trial by jury in any action based upon, arising out of or related to the ancillary agreements or the transactions contemplated thereby.

Expenses

In general, and if the Business Combination is not consummated, all costs and expenses incurred in connection with the Business Combination will be paid by the party incurring such expenses. If the Business Combination is consummated, all costs and expenses incurred by either Emergencia (including the Group Companies, New PubCo and Merger Sub) or HPX in connection with the Business Combination will be paid by New PubCo upon Closing, in each case up a total aggregate amount of $18,000,000; provided that, (i) if Emergencia’s transaction expenses (including expenses paid or payable by the Group Companies, New PubCo and Merger Sub) exceed $9,500,000, (a) Ambipar will be responsible for paying directly any costs and expenses in excess of this amount, provided that in case New PubCo pays or causes to be paid any excess of this amount, then Ambipar shall promptly reimburse New PubCo for such excess, or (b) the equity value determined pursuant to the Business Combination Agreement shall be adjusted downwards by any transaction expenses in excess of this amount; and (ii) if HPX’s transaction expenses exceed $8,500,000, (a) the Sponsor will be responsible for directly paying any costs and expenses in excess of this amount, provided that in case New PubCo pays or causes to be paid any excess of this amount, then Sponsor shall promptly reimburse New PubCo for such excess, or (b) the number of New PubCo Class A Ordinary Shares otherwise issuable to the Sponsor will be decreased by the amount of transaction expenses in excess of this amount. Each of Emergencia and HPX has agreed to use commercially reasonable efforts to keep their respective costs (in the case of Emergencia, those expenses paid or payable by the Group Companies, New PubCo and Merger Sub) under $9,500,000 and $8,500,000, respectively.

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CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the related agreements themselves, and you are urged to read such related agreements in their entirety. The Sponsor Letter Agreement, the Voting and Support Agreement, the Ambipar Subscription Agreement, the Opportunity Subscription Agreement, the form of Subscription Agreement, the form of Non-Redemption Agreement, the XP Non-Redemption Agreement, the Contribution Agreement, the Investor Rights Agreement, the Cost Sharing Agreement, the Main Downside Protection Agreement, the XP Downside Protection Agreement, the Constellation Downside Protection Agreement, the Form of Trademark Licensing Agreement, the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement are attached hereto as Annex E, Annex F, Annex G, Annex H, Annex I, Annex J, Annex K, Annex L, Annex M, Annex N, Annex O, Annex P, Annex Q, Annex R, Annex S and Annex T, respectively.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, HPX, New PubCo, Emergencia, the Sponsor and the Insiders have entered into the Sponsor Letter Agreement pursuant to which the parties thereto have agreed (i) to amend and restate in its entirety the current sponsor letter agreement dated as of July 15, 2020 by and among HPX, the Sponsor and the other parties thereto, (ii) that the Sponsor and Insiders will not redeem any outstanding Founder Shares, in connection with the transactions contemplated in the Business Combination Agreement or any extension of the deadline by which HPX is required to consummate its business combination, (iii) that the Sponsor and Insiders will be present for the relevant meeting and vote all of their Founder Shares in favor of the Business Combination Agreement, the transactions contemplated pursuant thereto and the other matters contemplated to be approved in the Business Combination Agreement, including an extension of the deadline by which HPX must complete its business combination, (iv) that, prior to the Closing, the Sponsor and Insiders will not transfer any Founder Shares or HPX Private Placement Warrants except as permitted thereby, and (iv) to give effect to the Sponsor Recapitalization (as detailed below), such that, immediately prior to the First Effective Time, there shall cease to be outstanding any HPX Class B Ordinary Shares. In addition, conditioned upon the consummation of the Merger, the Sponsor and Insiders waived certain anti-dilution protection provisions contained in the Existing Governing Documents.

The Sponsor, the Insiders and HPX have agreed that, immediately prior to consummation of the First Merger (but subject to the prior satisfaction or waiver of all conditions to the consummation of the transactions set forth in the Business Combination Agreement), the Sponsor and the Insiders will contribute, transfer, assign, convey and deliver to HPX, and HPX will acquire and accept from the Sponsor and Insiders, all of their right, title and interest in, to and under each of their 6,305,000 outstanding HPX Class B Ordinary Shares (6,245,000 of which are held by the Sponsor) and each of the 7,060,000 HPX Private Placement Warrants (all such HPX Private Placement Warrants are held by the Sponsor), and in exchange therefore, HPX will issue (x) to the Sponsor 1,860,000 HPX Class A Ordinary Shares minus up to 57,200 HPX Class A Ordinary Shares (given that up to 57,200 New PubCo Class A Ordinary Shares may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement) and 812,500 HPX Private Placement Warrants minus up to 325,000 HPX Private Placement Warrants (given that up to 325,000 New PubCo Warrants may instead be issued to the XP Non-Redeeming Shareholder pursuant to the terms and conditions of the Sponsor Letter Agreement and the XP Non-Redemption Agreement), each free and clear of liens, and (y) to each Insider a number of HPX Class A Ordinary Shares equal to the number of Founder Shares held by such Insider as of the date of the Sponsor Letter Agreement, each free and clear of liens. Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

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Voting and Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Ambipar and HPX have entered into the Voting and Support Agreement, pursuant to which Ambipar agreed, among other things, (i) prior to the termination of the Voting and Support Agreement, to vote to approve the Mergers, the adoption of the transactions and such other actions as contemplated in the Business Combination Agreement for which the approval of Ambipar is required and (ii) to certain transfer restrictions on its equity interests in Emergencia, New PubCo and Merger Sub for the period prior until the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, subject to certain limited exceptions.

Ambipar Subscription Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Ambipar has entered into the Ambipar Subscription Agreement, pursuant to which Ambipar has committed to subscribe for and purchase 5,050,000 New PubCo Class B Ordinary Shares at $10.00 per share. Ambipar may pay the $50.5 million subscription price in cash or through the conversion of a $50.5 million equivalent intercompany loan provided by Ambipar pursuant to the Ambipar Intercompany Loan Agreement. Pursuant to the Investor Rights Agreement, New PubCo has also granted Ambipar certain customary registration rights in connection with the Ambipar PIPE Financing, including “piggy-back” registration rights.

Opportunity Subscription Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Opportunity Agro Fund has entered into the Opportunity Subscription Agreement pursuant to which the Opportunity Agro Fund has committed to subscribe for and purchase New PubCo Class A Ordinary Shares. New PubCo has also granted Opportunity Agro Fund certain customary registration rights in connection with the Opportunity PIPE Financing, including “piggy-back” registration rights to include their New PubCo Class A Ordinary Shares in other registration statements filed by New PubCo subsequent to the Closing.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

PIPE Subscription Agreements

In addition to the Opportunity Subscription Agreement, concurrently with the execution and delivery of the Business Combination Agreement, the PIPE Investors entered into the Subscription Agreements, pursuant to which the PIPE Investors have collectively committed to subscribe for and purchase an aggregate of 11,150,000 New PubCo Class A Ordinary Shares for an aggregate purchase price of $111,500,000. New PubCo has also granted the PIPE Investors certain customary registration rights in connection with the PIPE Financing. In consideration of the agreements of such PIPE Investors set forth in the Subscription Agreements, New PubCo has agreed to issue to such PIPE Investors, on or promptly following Closing, (i) an aggregate of 2,567,500 New PubCo Warrants (2,280,000 of which to be issued to Opportunity Agro Fund) and (ii) an aggregate of 1,860,600 additional New PubCo Class A Ordinary Shares (1,810,000 of which to be issued to Opportunity Agro Fund). These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors to $8.47 per share and $9.58 per share, respectively. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Opportunity Agro Fund and each of the other PIPE Investors further to $8.41 per share and $9.49 per share, respectively.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements

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or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Non-Redemption Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, and as an inducement to HPX’s, Ambipar’s and Emergencia’s willingness to enter into the Business Combination Agreement, certain shareholders of HPX, owning, in the aggregate, 600,000 of the outstanding HPX Class A Ordinary Shares have entered into certain non-redemption agreements with HPX and New PubCo (as amended from time to time, the “Non-Redemption Agreements”), under which, among other things, such Non-Redeeming Shareholders have agreed, in consideration of (i) an aggregate of 26,400 additional New PubCo Class A Ordinary Shares and (ii) 150,000 New PubCo Warrants, in each case to be issued by New PubCo to such Non-Redeeming Shareholders at or promptly following the Closing, to vote in favor of any Extension and the transactions contemplated in the Business Combination Agreement for which the approval of such HPX shareholders is required and agreed not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares that such HPX shareholders hold of record or beneficially. Emergencia and Sponsor are named third-party beneficiaries under the Non-Redemption Agreements.

On December 8, 2022, HPX, New PubCo and Cygnus Fund Icon, one of the Non-Redeeming Shareholders, entered into an amended and restated Non-Redemption Agreement (the “Cygnus Non-Redemption Agreement”) as well as a Subscription Agreement (the “Cygnus Subscription Agreement”) on terms and conditions substantially consistent with those included in the Non-Redemption Agreements and the Subscription Agreements dated July 5, 2022; provided, however, that pursuant to the Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, Cygnus Fund Icon has been granted the Cygnus Option, exercisable by Cygnus Fund Icon via written notice to be delivered to HPX and New PubCo no later than 10 calendar days prior to the HPX extraordinary general meeting of shareholders, either (i) to comply with the terms and conditions contained in the Cygnus Non-Redemption Agreement (including, among other things, to vote its 300,000 HPX Class A Ordinary Shares in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem its 300,000 HPX Class A Ordinary Shares), or (ii) not to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 New PubCo Class A Ordinary Shares to be issued by New PubCo pursuant to the Cygnus Subscription Agreement for aggregate gross proceeds of $3,000,000. The parties agreed to amend and restate such Non-Redemption Agreement as well as to enter into the Cygnus Subscription Agreement at the request of Cygnus Fund Icon in order to provide Cygnus Fund Icon with the option to make its investment in New PubCo either through the non-redemption of its HPX Class A Ordinary Shares or through a subscription of New PubCo Class A Ordinary Shares on terms and conditions substantially consistent with the other PIPE Investors. If Cygnus Fund Icon elects option (ii) above, in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Subscription Agreement, New PubCo has agreed to issue to Cygnus Fund Icon, on or promptly following Closing, (i) 75,000 New PubCo Warrants and (ii)13,200 additional New PubCo Class A Ordinary Shares.These additional New PubCo Class A Ordinary Shares lower the effective subscription price paid by Cygnus Fund Icon to $9.58 per share. Valuing each New PubCo Warrant at $0.38 (the closing price of the HPX Public Warrants on December 2, 2022), these warrants lower the effective subscription price paid by Cygnus Fund Icon further to $9.49 per share. For all purposes, this proxy statement/​prospectus assumes that Cygnus Fund Icon is a Non-Redeeming Shareholder and not a PIPE Investor. For the avoidance of doubt, whether Cygnus Fund Icon chooses to be bound by the Cygnus Non-Redemption Agreement or by the Cygnus Subscription Agreement, (x) at Closing, Cygnus Fund Icon will be issued 300,000 New PubCo Class A Ordinary Shares and 150,000 New PubCo Warrants plus (y) in consideration of the agreements of Cygnus Fund Icon set forth in the Cygnus Non-Redemption Agreement or the Cygnus Subscription Agreements, as the case may be, New PubCo has agreed to issue to Cygnus Fund Icon, at or promptly following the Closing, an additional 13,200 New PubCo Class A Ordinary Shares and 75,000 New PubCo Warrants, to be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of post-Closing ownership allocation, securities issued or funding, among others.

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Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

XP Non-Redemption Agreement

Concurrently with the execution of the Non-Redemption Agreements, the XP Non-Redeeming Shareholder entered into the XP Non-Redemption Agreement, pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it is the record and beneficial owner in connection with any Extension sought on or prior to July 15, 2022 and (ii) New PubCo agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Share, in each case to be issued on or promptly following the Closing, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option.

Any number of New PubCo Warrants or additional New PubCo Class A Ordinary Shares issued to any PIPE Investors, Non-Redeeming Shareholders or the XP Non-Redeeming Shareholder pursuant to any of the Subscription Agreements, the Cygnus Subscription Agreement, the Non-Redemptions Agreements or the XP Non-Redemption Agreement, as the case may be, will be equally deducted from the number of HPX Class A Ordinary Shares or HPX Private Placement Warrants, as applicable, issued to the Sponsor in connection with the Sponsor Recapitalization.

Contribution Agreement

On July 5, 2022, Ambipar and Merger Sub entered into a contribution agreement, pursuant to which, prior to the First Effective Time (and conditioned upon the Closing), Ambipar agreed to, among other things, contribute to Merger Sub all of the issued and outstanding equity of Emergencia for newly issued Merger Sub Ordinary Shares and, after giving effect to the Pre-Closing Exchange, Emergencia will become a wholly-owned subsidiary of Merger Sub.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, New PubCo, the Sponsor, Ambipar, Opportunity Agro Fund and certain other shareholders of HPX have entered into an investor rights agreement, pursuant to which the Registration Rights Agreement will be amended and restated in its entirety, as of the Closing. As a result, certain holders of registrable securities will be able to make a written demand for registration under the Securities Act of all or a portion of their registrable securities, subject to certain limitations so long as such demand includes a number of registrable securities with a total offering price in excess of $75,000,000, net of all underwriting discounts and commissions. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New PubCo shall not be required to conduct more than an aggregate total of eight underwritten offerings or an aggregate of four underwritten offerings in any 12-month period. In addition, certain holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by New PubCo subsequent to the Closing. New PubCo has also agreed to file with the SEC a resale shelf registration statement covering the resale of all registrable securities within

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30 days of the Closing, to be declared effective no later than the earlier of 60 days of the Closing if the SEC notifies New PubCo that it will not “review” the registration statement or 90 days if the SEC notifies New PubCo that it will “review” the registration statement.

In addition, pursuant to the Investor Rights Agreement, signatories thereof agreed to certain transfer restrictions on their respective equity interests in New PubCo, in the case of certain directors of HPX, for a period of one year following the Closing Date, and, in the case of Ambipar and the Sponsor, for a period of three years following the Closing Date, in each case, subject to the following exceptions of permitted transfers (i) in the case of a transfer to a permitted transferee, if such New PubCo shareholder provides written notice to New PubCo or (ii) (A) if such New PubCo shareholder is an individual, by virtue of laws of descent and distribution upon the death of the individual, (B) if such New PubCo shareholder is an individual, pursuant to a qualified domestic relations order, (C) pursuant to any liquidation, merger, share exchange or similar transaction (other than the Mergers) which results in all of New PubCo’s shareholders having the right to exchange their New PubCo Ordinary Shares or other equity securities of New PubCo for cash, securities or other property; provided that in connection with any transfer of such securities pursuant to clause (ii) above, (x) such New PubCo shareholder shall, and shall cause any such transferee of his, her or its Lock-Up Securities (as defined in the Investor Rights Agreement), to enter into a written agreement, in form and substance reasonably satisfactory to New PubCo, agreeing to be bound by the Lock-up Agreement prior to and as a condition to the occurrence of such transfer, and (y) that such transferee shall have no rights under the Investor Rights Agreement, unless they are a permitted transferee according to the terms of the Investor Rights Agreement, in which case, as a condition to such transfer, the transferee shall be required to become a party to the Investor Rights Agreement.

Furthermore, pursuant to the Investor Rights Agreement, the board of directors of New PubCo will establish an advisory executive committee comprised of up to four members to advise the board of directors of New PubCo, of which (i) one member will be designated by Opportunity Agro Fund, for as long as Opportunity Agro Fund is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member; (ii) one member will be designated by the Sponsor, for as long as the Sponsor is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member; and (iii) two members will be designated by Ambipar, for as long as Ambipar is entitled under the terms of the Proposed Governing Documents to appoint a member of the board of directors and effectively appoints such member.

Cost Sharing Agreement

Prior to the First Effective Time, but effective as of Closing, Ambipar, Emergencia and certain of its subsidiaries will enter into a cost sharing agreement, pursuant to which Ambipar agreed to provide certain support services to Emergencia and certain of its subsidiaries under and pursuant to the terms and conditions set forth therein.

Downside Protection Agreements

In connection with the execution of the Subscription Agreements, the Cygnus Subscription Agreement (as the case may be), the Non-Redemption Agreements and the XP Non-Redemption Agreement, the DPA Beneficiaries, New PubCo, Ambipar and the Sponsor entered into the Downside Protection Agreements, pursuant to which the DPA Beneficiaries are provided with certain downside protection rights. Subject to the terms and conditions of the Downside Protection Agreements, the DPA Beneficiaries may receive, on a pro rata basis, an aggregate of up to 1,050,000 New PubCo Class A Ordinary Shares from the Sponsor or may sell a certain number of their respective New PubCo Class A Ordinary Shares to Ambipar, the Sponsor or to a third party in a block trade, in each case to occur no earlier than 30 months following the Closing, as detailed below:

•

Each DPA Beneficiary is only eligible to receive such downside protection if it holds, on each day beginning on the Closing Date and until the 30-month anniversary of the Closing Date (the “DPA Measurement Period”), a number of New PubCo Class A Ordinary Shares representing at least 50% of the number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary immediately after Closing.

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•

In case an eligible DPA Beneficiary chooses to exercise its downside protection rights under the Downside Protection Agreements, (i) Ambipar is entitled to purchase from such DPA Beneficiary a number of New PubCo Class A Ordinary Shares equal to the lowest number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary during the DPA Measurement Period (the “DPA Protected Shares”), and (ii) if Ambipar does not purchase the DPA Protected Shares, then the Sponsor is entitled either (x) to purchase from such DPA Beneficiary the DPA Protected Shares or (y) to facilitate the sale of such DPA Beneficiary’s New PubCo Class A Ordinary Shares and New PubCo Warrants held as of the 30-month anniversary of the Closing Date in a block trade or on an underwritten basis to a third party pursuant to the terms of the Downside Protection Agreements (the “DPA Block Trade”).

•

The purchase price payable by Ambipar or the Sponsor, as applicable, for the DPA Protected Shares of the relevant DPA Beneficiary is equal to an inflation-adjusted return (measured by the consumer price index) generated over the 30-month period following Closing and relative to the initial investment made by the relevant DPA Beneficiary pursuant to the relevant Subscription Agreement, Cygnus Subscription Agreement, Non-Redemption Agreement or XP Non-Redemption Agreement (the “DPA Guaranteed Return”).

•

If the return generated by the block trade is below the DPA Guaranteed Return, the Sponsor is required to transfer, from the DPA Pro Rata Downside Protection Shares (as defined below) available to the relevant DPA Beneficiary, such number of shares in order for such DPA Beneficiary’s return to be equal to or as close as possible to the relevant DPA Guaranteed Return.

•

If neither Ambipar nor the Sponsor acquires the relevant DPA Protected Shares or if a DPA Block Trade is not consummated or available, then, pursuant to the terms and conditions of the relevant Downside Protection Agreement, the Sponsor shall transfer to the relevant DPA Beneficiary the applicable number of DPA Pro Rata Downside Protection Shares.

•

Under the terms of the Downside Protection Agreements, the maximum aggregate number of New PubCo Class A Ordinary Shares that may be transferred by the Sponsor to the DPA Beneficiaries is 1,050,000 New PubCo Class A Ordinary Shares (the “DPA Pro Rata Downside Protection Shares”), including: (i) 808,500 to Opportunity Agro Fund, (ii) 24,150 to XP Gestão de Recursos Ltda., (iii) 14,490 to Cygnus Fund Icon, (iv) 4,830 to Gannett Peek Limited, (v) 9,660 to Genome Fund Inc, (vi) 4,830 to Tuchola Investments Inc., (vii) 9,732 to Constellation Master Fundo de Investimento de Ações, (viii) 8,163 to Constellation Qualificado Master Fundo de Investimento de Ações, (ix) 8,670 to Const Brazil US Fund LP and (x) 62,664 to XP Allocation Asset Management Ltda.

For the avoidance of doubt, New PubCo will not issue any New PubCo Ordinary Shares in connection with the Downside Protection Agreements and the transactions contemplated in the Downside Protection Agreements will not have any dilutive effect on holders of New PubCo Ordinary Shares.

Trademark Licensing Agreement

Prior to the First Effective Time, Emergencia will enter into a trademark licensing agreement with Ambipar (the “Trademark Licensing Agreement”) under which Ambipar will formally grant Emergencia, its subsidiaries and controlling shareholder with a non-exclusive, non-assignable, non-sublicensable and non-transferable license to use the trademarks “Ambipar Response,” “Grupo Ambipar” and “Ambipar” in any country or territory where Emergencia and its affiliates operate and do business, for an indefinite period of time. As compensation for the right to use Ambipar’s trademarks, Emergencia will pay royalties in the total amount of US$30,000 per year to Ambipar.

Under the Trademark Licensing Agreement, Emergencia will be required to use the licenses in accordance with the specific instructions provided by Ambipar, and only in connection with the emergency response services provided by Ambipar’s affiliates, in Brazil or abroad. The Trademark Licensing Agreement may be terminated (i) by mutual agreement of the parties, (ii) by any of the parties through written notice delivered at least 90 days in advance, (iii) by any party (a) in the event of a breach of the Trademark Licensing Agreement by the other party which is not remedied within 30 days from delivery of notice of such breach, or (b) in the event of insolvency, voluntary or involuntary liquidation or bankruptcy of the other party, or (iv) by Emergencia if Ambipar ceases, for any reason, to be the owner of all possible rights, titles and interests in and to the licensed trademarks or uses the licensed trademarks in any way that may harm and impair Emergencia’s image and reputation.

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MERGER PROPOSALS

Overview

HPX’s shareholders are being asked to approve (i) the First Plan of Merger, pursuant to which HPX will be merged with and into New PubCo, with New PubCo as the surviving entity and (ii) the Second Plan of Merger, pursuant to which Merger Sub will be merged with and into New PubCo, with New PubCo as the surviving entity. The Merger Proposals, if approved, will authorize the Plans of Merger.

Copies of the First Plan of Merger and Second Plan of Merger are attached to this proxy statement/​prospectus as Annex B and Annex C, respectively.

For a summary of the Mergers and the Business Combination Proposal, including the background of the Business Combination, the factors considered by the HPX Board, HPX’s reasons for recommending the Business Combination Proposal, including the Merger Proposals and related matters, see the section entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal.”

Vote Required for Approval

The approval of each of the Merger Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than two-thirds of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purpose of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

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MERGER PROPOSAL 2A — APPROVAL OF THE FIRST PLAN OF MERGER

Overview

HPX’s shareholders are being asked to approve and authorize the First Plan of Merger, pursuant to which HPX will be merged with and into New PubCo, with New PubCo as the surviving entity.

A copy of the First Plan of Merger is attached to this proxy statement/prospectus as Annex B.

Reasons for the Merger Proposal 2A

The Companies Act requires that the entry into the First Plan of Merger be authorized by a special resolution of the members of HPX.

Vote Required for Approval

The approval of the Merger Proposal 2A requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than two-thirds of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purpose of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed for the First Plan of Merger is as follows:

“RESOLVED, as a special resolution, that:

(a)

HPX Corp. be authorised to merge with and into Ambipar Emergency Response, with Ambipar Emergency Response as the surviving company and all the undertaking, property and liabilities of HPX Corp. vest in Ambipar Emergency Response by virtue of such merger pursuant to the Companies Act (As Revised) of the Cayman Islands;

(b)

the First Plan of Merger, a copy of which is attached to the notice of this Extraordinary General Meeting of HPX Corp. as Exhibit 2.2, be authorised, approved and confirmed in all respects and HPX Corp. be authorised to enter into the First Plan of Merger;

(c)

upon the Effective Date (as defined in the First Plan of Merger):

a.

the Memorandum and Articles of Association of Ambipar Emergency Response currently in effect be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the Amended and Restated Memorandum and Articles of Association annexed to the First Plan of Merger;

b.

the authorised share capital of Ambipar Emergency Response be amended and re-designated as follows:

From:   US$50,000 divided into 500,000,000 ordinary shares of a nominal or par value of US$0.0001 each

To:   US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each, 250,000,000 of which being designated as Class A Ordinary Shares, 150,000,000 of which being designated as Class B Ordinary Shares (which Class B Ordinary Shares may be converted into Class A Ordinary Shares in the manner contemplated in the Amended and Restated Memorandum and Articles of Association annexed to the First Plan of Merger), and 100,000,000 of which being designated as such class or classes (howsoever designated) and having the rights as the directors of Ambipar Emergency Response may determine from time to time in accordance with the Amended and Restated Memorandum and Articles of Association annexed to the First Plan of Merger;

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By:   (i) the cancellation of the 1 issued ordinary share in the capital of Ambipar Emergency Response in accordance with the Business Combination Agreement annexed to the First Plan of Merger; (ii) the redesignation of 250,000,000 authorised ordinary shares of a nominal or par value of US$0.0001 each to 250,000,000 Class A Ordinary Shares of a nominal or par value of US$0.0001 each, having the rights set out in the Amended and Restated Memorandum and Articles of Association annexed to the First Plan of Merger; (iii) the redesignation of 150,000,000 authorised ordinary shares of a nominal or par value US$0.0001 each to 150,000,000 Class B Ordinary Shares of a nominal or par value of US$0.0001 each, having the rights set out in the Amended and Restated Memorandum and Articles of Association annexed to the First Plan of Merger; and (iv) the redesignation of the remaining 100,000,000 ordinary shares of a nominal or par value each to 100,000,000 shares of a nominal or par value of US$0.0001 each to be designated as such class or classes (howsoever designated) and having the rights as the directors of Ambipar Emergency Response may determine from time to time in accordance with the Amended and Restated Memorandum and Articles of Association annexed to the First Plan of Merger.

c.

the First Plan of Merger be executed by any director on behalf of HPX Corp., and be authorised to submit the First Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; and

d.

all actions taken and any documents or agreements executed, signed or delivered prior to or after the date hereof by any director or officer of HPX Corp. in connection with or ancillary to all such transactions contemplated be confirmed, ratified and approved in all respects.

Recommendation of the HPX Board

THE HPX BOARD UNANIMOUSLY RECOMMENDS THAT HPX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL 2A.

The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of HPX and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposal. When you consider the recommendation of the HPX Board in favor of the Merger Proposal 2A, you should keep in mind that certain of HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders —  Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” for a further discussion of these considerations.

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MERGER PROPOSAL 2B — APPROVAL OF THE SECOND PLAN OF MERGER

Overview

HPX’s shareholders are being asked to approve and authorize the Second Plan of Merger, pursuant to which, immediately following the First Merger, Merger Sub will be merged with and into New PubCo, with New PubCo as the surviving entity.

A copy of the Second Plan of Merger is attached to this proxy statement/prospectus as Annex C.

Reasons for the Merger Proposal 2B

The Companies Act requires that the entry into the Second Plan of Merger be authorized by a special resolution of the members of HPX (which following the First Merger shall be the shareholders of New PubCo).

Vote Required for Approval

The approval of the Merger Proposal 2B requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of not less than two-thirds of the issued shares entitled to vote at a general meeting of HPX who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purpose of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed for the Second Plan of Merger is as follows:

“RESOLVED, as a special resolution, that:

(a)

Ambipar Merger Sub be merged with and into Ambipar Emergency Response, with Ambipar Emergency Response as the surviving company and all the undertaking, property and liabilities of Ambipar Merger Sub vest in Ambipar Emergency Response by virtue of such merger pursuant to the Companies Act (As Revised) in the Cayman Islands;

(b)

the Second Plan of Merger, a copy of which is attached to the notice of this Extraordinary General Meeting of HPX Corp. as Exhibit 2.3, be authorised, approved and confirmed in all respects and Ambipar Emergency Response be authorised to enter into the Second Plan of Merger;

(c)

upon the Effective Date (as defined in the Second Plan of Merger):

a.

the authorised share capital of Ambipar Emergency Response shall be US$50,000 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each, 250,000,000 of which being designated as Class A Ordinary Shares, 150,000,000 of which being designated as Class B Ordinary Shares (which Class B Ordinary Shares may be converted into Class A Ordinary Shares in the manner contemplated in the Amended and Restated Memorandum and Articles of Association of Ambipar Emergency Response), and 100,000,000 of which being designated as such class or classes (howsoever designated) and having the rights as the directors of Ambipar Emergency Response may determine from time to time in accordance with the Amended and Restated Memorandum and Articles of Association of Ambipar Emergency Response;

b.

the Second Plan of Merger be executed by any director on behalf of Ambipar Emergency Response, and be authorised to submit the Second Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; and

c.

all actions taken and any documents or agreements executed, signed or delivered prior to or after the date hereof by any director or officer of Ambipar Emergency Response in connection with or ancillary to all such transactions contemplated be confirmed, ratified and approved in all respects.

Recommendation of the HPX Board

THE HPX BOARD UNANIMOUSLY RECOMMENDS THAT HPX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL 2B.

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The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of HPX and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposal. When you consider the recommendation of the HPX Board in favor of the Merger Proposal 2B, you should keep in mind that certain of HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders —​Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” for a further discussion of these considerations.

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GOVERNING DOCUMENTS PROPOSALS

Overview

If the Business Combination is consummated, HPX’s Existing Governing Documents will effectively be replaced by the Proposed Governing Documents of New PubCo given that HPX shareholders will, effective as of the consummation of the Business Combination (and assuming such shareholders do not redeem their HPX Class A Ordinary Shares), hold New PubCo Class A Ordinary Shares subject to the Proposed Governing Documents. HPX’s shareholders are asked to consider and vote upon and to approve by ordinary resolution three separate proposals in connection with the replacement of the Existing Governing Documents with the Proposed Governing Documents.

The Proposed Governing Documents differ materially from the Existing Governing Documents. The below table sets forth a summary of the principal changes proposed between the Existing Governing Documents and the Proposed Governing Documents. This summary is qualified by reference to the complete text of the Existing Governing Documents and the complete text of the Proposed Governing Documents, a copy of which is attached to this proxy statement/prospectus as Annex D. HPX shareholders are urged to carefully read the relevant provisions of New PubCo’s Articles that will be in effect as of the consummation of the Business Combination.

Existing Governing Documents of HPX	Proposed Governing Documents of New PubCo
Authorized Share Capital (Governing Documents Proposal 3A)
HPX authorized share capital is $55,500 divided into (i) 500,000,000 HPX Class A ordinary shares, $0.0001 par value each, (ii) 50,000,000 HPX Class B ordinary shares, $0.0001 par value each, and (iii) 5,000,000 undesignated preference shares, $0.0001 par value each.	New PubCo authorized share capital will be US$50,000 divided into (i) 250,000,000 New PubCo Class A Ordinary Shares, par value $0.0001 per New PubCo Class A Ordinary Share, (ii) 150,000,000 New PubCo Class B Ordinary Shares, par value $0.0001 per New PubCo Class B Ordinary Share, and (iii) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of New PubCo may determine from time to time in accordance with the Proposed Governing Documents. Every holder of New PubCo Class A Ordinary Shares, present in person or by proxy and entitled to vote thereon, shall be entitled to one vote in respect of each New PubCo Class A Ordinary Share held by them. Each New PubCo Class B Ordinary Share will be entitled to 10 votes per share compared with one vote per share for New PubCo Class A Ordinary Shares.
Method to Appoint and Elect Directors (Governing Documents Proposal 3B)
Prior to the closing of an initial business combination, HPX may appoint or remove any director by ordinary resolutions of the holders of HPX Class B Ordinary Shares. Prior to the closing of an initial business combination, holders of the HPX Class A Ordinary Shares have no right to vote on the appointment or removal of any director.	The Proposed Governing Documents provide that director nominees must be elected by an ordinary resolution of the holders of New PubCo Ordinary Shares in accordance with the Articles at each annual general meeting of New PubCo to fill the seats of those directors whose terms expire at such annual general meeting and the persons to stand for election at each annual general meeting of New PubCo shall be nominated by the directors.

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Existing Governing Documents of HPX

Proposed Governing Documents of New PubCo

​

Under the terms of the Business Combination Agreement, immediately following the Closing, New PubCo’s board of directors will consist of seven directors. The initial composition of New PubCo’s board of directors will be comprised of (i) five individuals to be designated by Ambipar, (ii) one individual to be designated by the Sponsor, provided that such director so designated shall also qualify as “independent” under Rule 10A-3 of the Exchange Act and (iii) one individual to be designated by Opportunity Agro Fund, in each case, in accordance with, and subject to, the terms and conditions of the Proposed Governing Documents. With respect to the election of the New PubCo board of directors, under the terms of the Articles, Ambipar will have the right to nominate, appoint and remove the members of New PubCo’s board of directors as follows, (i) for so long as the aggregate voting power of New PubCo Class B Ordinary Shares held by Ambipar continues to be at least fifty percent (50%) of the total voting power of all shares, then Ambipar shall be entitled to nominate at least a majority of the directors to the board of directors; provided that at least one out of such directors shall qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act and shall also be appointed as a member of the audit committee; provided, further, that if more than one director nominated by Ambipar shall be appointed as a member of the audit committee, such member shall also qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act should the applicable rules and regulations so require; or (ii) for so long as the aggregate voting power of New PubCo Class B Ordinary Shares held by Ambipar continues to be at least twenty-five percent (25%), but less than fifty percent (50%), of the total voting power of all shares, then Ambipar shall be entitled to nominate at least one-third of the directors to the board of directors. Ambipar will own all of the outstanding New PubCo Class B Ordinary Shares. For so long as the Sponsor is subject to the transfer restrictions with respect to its New PubCo Class A Ordinary Shares pursuant to the terms of the Investor Rights Agreement, the Sponsor shall be entitled to nominate one director by written notice served upon New PubCo; provided that such Sponsor director shall qualify as an independent director. The Sponsor director shall also be appointed as a member of the audit committee, provided that the Sponsor director shall be considered an independent director pursuant to Rule 10A-3 under the

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Existing Governing Documents of HPX	Proposed Governing Documents of New PubCo
​	Exchange Act. For so long as Opportunity Agro Fund shall hold at least fifty percent (50%) of the New PubCo Class A Ordinary Share voting power held by Opportunity Agro Fund immediately after Closing, Opportunity Agro Fund shall be entitled to nominate one director by written notice served upon the New PubCo. Each of Ambipar, the Sponsor and Opportunity Agro Fund, as applicable, shall have the exclusive right to appoint and remove the respective directors appointed by it, and appoint replacement directors. Any such directors shall be nominated, appointed and removed only by Ambipar, the Sponsor or Opportunity Agro Fund, as the case may be, by written notice served upon New PubCo. Such appointment or removal by Ambipar, the Sponsor or Opportunity Agro Fund, as applicable, shall have immediate effect when the notice is served, or take effect at such later time as may be stated in such notice. Each director shall hold office for such term as the resolution appointing him may determine or until his vacation of office as a director or the director’s removal in accordance with the Proposed Governing Documents notwithstanding any agreement between New PubCo and such director. Directors are eligible for re-election.
Other Changes in Connection with Adoption of the Proposed Governing Documents (Governing Documents Proposal 3C)
The Existing Governing Documents include provisions related to HPX’s status as a blank check company prior to the consummation of a business combination.	The Proposed Governing Documents do not include such provisions related to a blank check company, because following the consummation of the Business Combination, New PubCo will not be a blank check company. The Proposed Governing Documents do not contain the requirement to dissolve New PubCo allowing it to continue as a corporate entity with perpetual existence following the Business Combination.

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GOVERNING DOCUMENTS PROPOSAL 3A — APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED SHARE CAPITAL, AS SET FORTH IN THE PROPOSED GOVERNING DOCUMENTS

Overview

HPX’s shareholders are being asked to approve the change in the authorized share capital of HPX from (i) 500,000,000 HPX Class A ordinary shares, $0.0001 par value each, 50,000,000 HPX Class B ordinary shares, $0.0001 par value each, and 5,000,000 undesignated preference shares, $0.0001 par value each, to (ii) (a) 250,000,000 New PubCo Class A Ordinary Shares, par value $0.0001 per New PubCo Class A Ordinary Share, (b) 150,000,000 New PubCo Class B Ordinary Shares, par value $0.0001 per New PubCo Class B Ordinary Share, and (c) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of New PubCo may determine from time to time in accordance with the Proposed Governing Documents.

As of the date of this proxy statement/prospectus (without giving effect to the Sponsor Recapitalization), there are (i) 2,176,544 HPX Class A Ordinary Shares issued and outstanding, (ii) 6,305,000 HPX Class B Ordinary Shares issued and outstanding and (iii) no HPX preference shares issued and outstanding. In addition, as of the date of this proxy statement/prospectus (without giving effect to the Sponsor Recapitalization), there is an aggregate of (x) 12,650,000 HPX Public Warrants and 7,060,000 HPX Private Placement Warrants, in each case, issued and outstanding.

Pursuant to the Business Combination, at the First Effective Time and after giving effect to the Sponsor Recapitalization, (i) each issued and outstanding HPX Class A Ordinary Share will be canceled and converted into the right to receive one New PubCo Class A Ordinary Share and (ii) each issued and outstanding whole HPX Warrant will be converted into one New PubCo Warrant at an exercise price of $11.50 per share, subject to the same terms and conditions existing prior to such conversion. See the section titled “Proposals to be Considered by HPX Shareholders — Business Combination Proposal” for a further discussion of these considerations.

This summary is qualified by reference to the complete text of the Proposed Governing Documents, a copy of which is attached to this proxy statement/prospectus as Annex D. All shareholders are encouraged to read the Proposed Governing Documents in their entirety for a more complete description of their terms.

Reasons for Governing Documents Proposal 3A

The approval of the authorized share capital of New PubCo is necessary for New PubCo to issue the New PubCo Ordinary Shares in connection with the consummation of the Business Combination. Further, our board of directors believes that it is important for New PubCo to have available for issuance a number of authorized shares of share capital sufficient to support the growth and to provide flexibility for future corporate needs of New PubCo.

Vote Required for Approval

The approval of Governing Documents Proposal 3A requires an ordinary resolution, being the affirmative vote of holders of a majority of the issued shares entitled to vote at a general meeting of HPX represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the principal differences between the existing amended and restated memorandum and articles of association of HPX Corp. and the amended and restated memorandum and articles of association of Ambipar Emergency Response, to be adopted pursuant to the First Plan of Merger, as attached to the accompanying proxy statement/prospectus as Annex D and as

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described in the Governing Documents Proposal 3A be approved, in particular that the authorised share capital of HPX Corp. be changed and amended from (i) 500,000,000 Class A ordinary shares, $0.0001 par value each, 50,000,000 Class B ordinary shares, $0.0001 par value each, and 5,000,000 undesignated preference shares, $0.0001 par value each, to (ii) (a) 250,000,000 Class A Ordinary Shares, par value $0.0001 per Class A Ordinary Share, (b) 150,000,000 Class B Ordinary Shares, par value $0.0001 per Class B Ordinary Share, and (c) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of Ambipar Emergency Response may determine from time to time in accordance with the Amended and Restated Memorandum and Articles of Association of Ambipar Emergency Response.”

Recommendation of the HPX Board

THE HPX BOARD UNANIMOUSLY RECOMMENDS THAT HPX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF GOVERNING DOCUMENTS PROPOSAL 3A.

The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of HPX and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposal. When you consider the recommendation of the HPX Board in favor of the Governing Documents Proposal 3A, you should keep in mind that certain of HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Business Combination Proposal —  Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” for a further discussion of these considerations.

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GOVERNING DOCUMENTS PROPOSAL 3B — APPROVAL OF METHOD TO APPOINT AND ELECT DIRECTORS

Overview

HPX’s shareholders are being asked to approve Governing Documents Proposal 3B, pursuant to which, upon the Closing of the Business Combination, our director nominees are to be elected by an ordinary resolution of the holders of New PubCo Ordinary Shares in accordance with the Articles at each annual general meeting of New PubCo to fill the seats of those directors whose terms expire at such annual general meeting.

The Existing Governing Documents provide that prior to the closing of an initial business combination, HPX may appoint or remove any director by ordinary resolutions of the holders of HPX Class B Ordinary Shares. Prior to the closing of an initial business combination, holders of the HPX Class A Ordinary Shares have no right to vote on the appointment or removal of any director.

The Proposed Governing Documents provide that director nominees must be elected by an ordinary resolution of the holders of New PubCo Ordinary Shares in accordance with the Articles at each annual general meeting of New PubCo to fill the seats of those directors whose terms expire at such annual general meeting and the persons to stand for election at each annual general meeting of New PubCo shall be nominated by the directors.

Since each New PubCo Class B Ordinary Share will be entitled to 10 votes per share compared with one vote per share for New PubCo Class A Ordinary Shares, Ambipar will hold all of the outstanding New PubCo Class B Ordinary Shares, it is expected that Ambipar will hold approximately 95.8% of the total voting power of all issued and outstanding New PubCo Ordinary Shares voting together as a single class immediately following the consummation of the Business Combination, assuming no redemption rights are exercised by HPX’s shareholders (but giving effect to the redemptions of public shares in connection with the Initial Extension and the Second Extension).

Under the terms of the Business Combination Agreement, immediately following the Closing, New PubCo’s board of directors will consist of seven directors. The initial composition of New PubCo’s board of directors will be comprised of (i) five individuals to be designated by Ambipar, (ii) one individual to be designated by the Sponsor, provided that such director so designated shall also qualify as “independent” under Rule 10A-3 of the Exchange Act and (iii) one individual to be designated by Opportunity Agro Fund, in each case, in accordance with, and subject to, the terms and conditions of the Proposed Governing Documents.

With respect to the election of the New PubCo board of directors, under the terms of the Articles, Ambipar will have the right to nominate, appoint and remove a majority of the members of New PubCo’s board of directors, (i) for so long as the aggregate voting power of New PubCo Class B Ordinary Shares held by Ambipar continues to be at least fifty percent (50%) of the total voting power of all shares, then Ambipar shall be entitled to nominate at least a majority of the directors to the board of directors; provided that at least one out of such directors shall qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act and shall also be appointed as a member of the Audit Committee; provided, further, that if more than one director nominated by Ambipar shall be appointed as a member of the Audit Committee, such member shall also qualify as an independent director pursuant to Rule 10A-3 under the Exchange Act should the applicable rules and regulations so require; or (ii) so long as the aggregate voting power of New PubCo Class B Ordinary Shares held by Ambipar continues to be at least twenty-five percent (25%), but less than fifty percent (50%), of the total voting power of all shares, then Ambipar shall be entitled to nominate at least one-third of the directors to the Board of Directors. Ambipar will own all of the outstanding New PubCo Class B Ordinary Shares. For so long as the Sponsor is subject to the transfer restrictions with respect to its New PubCo Class A Ordinary Shares pursuant to the terms of the Investor Rights Agreement, the Sponsor shall be entitled to nominate one director by written notice served upon New PubCo; provided that such Sponsor director shall qualify as an independent director. The Sponsor director shall also be appointed as a member of the Audit Committee, provided that the Sponsor director shall be considered an independent director pursuant to Rule 10A-3 under the Exchange Act. For so long as Opportunity Agro Fund shall hold at least fifty percent (50%) of the New PubCo Class A Ordinary Share voting power held by Opportunity Agro Fund immediately after Closing, Opportunity Agro Fund shall be

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entitled to nominate one director by written notice served upon the New PubCo. Each director shall hold office for such term as the resolution appointing him may determine or until his vacation of office as a director or the director’s removal in accordance with the Proposed Governing Documents notwithstanding any agreement between New PubCo and such director. Directors are eligible for re-election. See the section entitled “New PubCo Management Following the Business Combination — Board of Directors” for further discussion of these considerations.

In addition, under the terms of the Business Combination Agreement, New PubCo shall adopt the New PubCo Equity Plan for its employees in connection with the consummation of the Business Combination.

This summary is qualified by reference to the complete text of the Proposed Governing Documents, a copy of which is attached to this proxy statement/prospectus as Annex D. All shareholders are encouraged to read the Proposed Governing Documents in their entirety for a more complete description of their terms.

Reasons for Governing Documents Proposal 3B

The purpose of this proposal is to effect the method of appointment and election of directors to the New PubCo board of directors as negotiated between the parties in connection with the Business Combination Agreement.

Vote Required for Approval

The approval of Governing Documents Proposal 3B requires an ordinary resolution, being the affirmative vote of holders of a majority of the issued shares entitled to vote at a general meeting of HPX represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the principal differences between the existing amended and restated memorandum and articles of association of HPX Corp. and the amended and restated memorandum and articles of association of Ambipar Emergency Response as attached to the accompanying proxy statement/prospectus as Annex D, in particular with respect to the method of appointment and election of directors to the board of Ambipar Emergency Response, and as described in the Governing Documents Proposal 3B be approved.”

Recommendation of the HPX Board

THE HPX BOARD UNANIMOUSLY RECOMMENDS THAT HPX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF GOVERNING DOCUMENTS PROPOSAL 3B.

The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of HPX and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposal. When you consider the recommendation of the HPX Board in favor of the Governing Documents Proposal 3B, you should keep in mind that certain of our directors and HPX’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” for a further discussion of these considerations.

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GOVERNING DOCUMENTS PROPOSAL 3C — APPROVAL OF OTHER CHANGES IN CONNECTION WITH THE ADOPTION OF THE PROPOSED GOVERNING DOCUMENTS

Overview

HPX’s shareholders are being asked to approve Governing Documents Proposal 3C, pursuant to which the Proposed Governing Documents of New PubCo will not include the various provisions of HPX’s Existing Governing Documents that are applicable only to blank check companies, which will no longer be applicable to us upon the consummation of the Business Combination.

The Proposed Governing Documents do not include provisions related to a blank check company (including those related to operation of the Trust Account, winding up our operations should we not complete an initial business combination by a specified date, and other such blank check-specific provisions as are present in the Existing Governing Documents) because following the consummation of the Business Combination, New PubCo will not be a blank check company. The Proposed Governing Documents do not contain the requirement to dissolve New PubCo allowing it to continue as a corporate entity with perpetual existence following the Business Combination. Perpetual existence is the usual period of existence for corporations, and our board of directors believes it is the most appropriate period for New PubCo following the Business Combination.

Reasons for Governing Documents Proposal 3C

Our board of directors believes that the provisions that relate to the operation of HPX as a blank check company prior to the consummation of its initial business combination would not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).

Vote Required for Approval

The approval of Governing Documents Proposal 3C requires an ordinary resolution, being the affirmative vote of holders of a majority of the issued shares entitled to vote at a general meeting of HPX represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the principal differences between the existing amended and restated memorandum and articles of association of HPX Corp. and the amended and restated memorandum and articles of association of Ambipar Emergency Response as attached to the accompanying proxy statement/prospectus as Annex D and as described in the Governing Documents Proposal 3C be approved.”

Recommendation of the HPX Board

THE HPX BOARD UNANIMOUSLY RECOMMENDS THAT HPX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF GOVERNING DOCUMENTS PROPOSAL 3C.

The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of HPX and its shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposal. When you consider the recommendation of the HPX Board in favor of the Governing Documents Proposal 3C, you should keep in mind that certain of our directors and HPX’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders — Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the

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approval of the Business Combination” for a further discussion of these considerations.

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ADJOURNMENT PROPOSAL

The Adjournment Proposal allows the HPX Board to submit a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favor of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of public shares such that the Minimum Available Cash Condition to the obligation to Closing the Business Combination would not be satisfied.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by HPX’s shareholders, the HPX Board may not be able to adjourn the extraordinary general meeting of shareholders to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting of shareholders to approve the Transaction Proposals or HPX shareholders have elected to redeem an amount of public shares such that the Minimum Available Cash Condition to the obligation to closing of the Business Combination would not be satisfied.

Vote Required For Approval

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to HPX shareholders, (ii) in order to solicit additional proxies from HPX shareholders in favour of one or more of the proposals at the extraordinary general meeting, or (iii) if HPX shareholders redeem an amount of public shares such that the Minimum Available Cash Condition to the obligation to Closing the Business Combination would not be satisfied be authorised, approved and confirmed in all respects.”

Recommendation of the HPX Board

THE HPX BOARD UNANIMOUSLY RECOMMENDS THAT HPX SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of one or more of HPX’s directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of HPX and HPX shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposal. When you consider the recommendation of the HPX Board in favor of the Adjournment Proposal, you should keep in mind that certain of HPX’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “Proposals to be Considered by HPX’s Shareholders —  Business Combination Proposal — Interests of HPX’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to the Business Combination and HPX — The Sponsor, certain members of the HPX Board and its officers have interests in the Business Combination that may conflict with those of other HPX shareholders in recommending that HPX shareholders vote in favor of the approval of the Business Combination” for a further discussion of these considerations.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information provides additional information regarding the financial aspects of the Business Combination of Emergencia and HPX including the related transactions that fall within the scope of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The unaudited pro forma condensed combined financial information presents the pro forma effects of:

•

the Business Combination; and

•

the WOB Acquisition.

Description of the Business Combination

On July 5, 2022, Emergencia, Ambipar, New PubCo, Merger Sub and HPX entered into the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the transactions contemplated thereby.

As contemplated by the Business Combination Agreement and the Contribution Agreement, immediately prior to the First Effective Time, Ambipar shall transfer all the issued and outstanding shares of Emergencia, in the context of the Pre-Closing Exchange, to Merger Sub, in exchange for the issuance of a certain number of Merger Sub shares. As a result, Emergencia will become a wholly owned subsidiary of Merger Sub.

Following such transaction, subject to the receipt of HPX shareholder approval and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions set forth in the Business Combination Agreement, at the Closing, HPX shall be merged with and into New PubCo, with New PubCo as the surviving entity. Immediately thereafter, Merger Sub shall be merged with and into New PubCo, with New PubCo as the final surviving entity and a “foreign private issuer.”

As a result of the above transactions, Emergencia shall become a wholly owned subsidiary of New PubCo, and New PubCo shall be controlled by Ambipar.

For more information about the Business Combination, please see the section entitled “Merger Proposals.”

Description of the WOB Acquisition

On September 13, 2022, Ambipar USA, Emergencia’s wholly owned subsidiary, entered into a purchase and sale agreement with the WOB Sellers and Seacor to acquire all of the issued and outstanding membership interests in Witt O’Brien’s, LLC for cash, which closed on October 24, 2022. After the consummation of the WOB Acquisition, Witt O’Brien’s, LLC became an indirect wholly owned subsidiary of Emergencia. For further information on the WOB Acquisition and the risks related thereto, see “Risk Factors — Risks relating to the WOB Acquisition” and “Business of Emergencia — The WOB Acquisition.”

Accounting Treatment of the Business Combination

HPX does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and therefore the Business Combination is expected to be considered as a capital reorganization and shall be accounted for as a share-based payment transaction under IFRS 2 Share-Based Payments. As a result, the difference between the fair value of the equity instruments issued to acquire HPX and the fair value of the identifiable net assets acquired represents a stock exchange listing service of New PubCo, as further discussed in note 1 to the unaudited pro forma condensed combined financial information. The cost of this service will be recognized as an expense immediately upon the consummation of the Business Combination.

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Accordingly, the combined financial statements of Emergencia will become the historical financial statements of New PubCo; the assets, liabilities, and results of operations of HPX will be consolidated with New PubCo beginning on the Closing Date. For accounting purposes, the financial statements of New PubCo will represent a continuation of the financial statements of Emergencia. The net assets of HPX will be stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the transaction will be presented as those of Emergencia in future reports of New PubCo.

Accounting Treatment of the WOB Acquisition

The WOB Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3 Business Combinations. Under this method, New PubCo recorded the fair value of assets acquired and liabilities assumed from Witt O’Brien’s using preliminary estimates. The WOB Acquisition has been consummated as of the date of the preparation of the unaudited pro forma condensed combined financial information.

Prior to the WOB Acquisition, Seacor applied the acquisition method of accounting and elected to pushdown purchase accounting adjustments to Witt O’Brien’s, which is allowed under U.S. GAAP. As part of Witt O’Brien’s conversion from U.S. GAAP to IFRS, these purchase accounting adjustments were reversed. See Note 5 in “— Notes to Unaudited Pro Forma Condensed Combined Financial Information” below for additional information on pro forma adjustments.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined statement of financial position as of June 30, 2022 gives pro forma effect to the Business Combination and the WOB Acquisition as if they had been consummated as of June 30, 2022. The unaudited pro forma interim condensed combined statements of income for the six months ended June 30, 2022 and unaudited pro forma condensed combined statements of income for the year ended December 31, 2021 give pro forma effect to the Business Combination and the WOB Acquisition as if they had been consummated as of January 1, 2021, the first day of New PubCo’s 2021 fiscal year. This information should be read together with the audited and unaudited historical financial statements of each of Emergencia, HPX, and Witt O’Brien’s, including the notes thereto, as well as the disclosures contained in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Emergencia,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of HPX,” “Merger Proposals,” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effects of the Business Combination, the WOB Acquisition and the related transactions. It sets forth and is derived from the following:

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Emergencia’s historical unaudited interim condensed consolidated financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and 2021, included elsewhere in this proxy statement/prospectus;

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Emergencia’s historical audited combined financial statements as of December 31, 2021, December 31, 2020 and January 1, 2020 and for the years ended December 31, 2021 and 2020, included elsewhere in this proxy statement/prospectus;

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HPX’s historical unaudited interim condensed financial statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021, included elsewhere in this proxy statement/ prospectus;

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HPX’s historical financial statements as of December 31, 2021 and 2020 and for the year ended December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020, included elsewhere in this proxy statement/prospectus;

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Witt O’Brien’s historical unaudited interim condensed consolidated financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and 2021, included elsewhere in this proxy statement/prospectus;

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•

Witt O’Brien’s historical consolidated financial statements as of December 31, 2021 and 2020, and for the Successor Period April 15, 2021 through December 31, 2021 and the Predecessor Period January 1, 2021 through April 14, 2021 and the year ended December 31, 2020, included elsewhere in this proxy statement/prospectus;

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Pro forma transaction accounting and financing adjustments to give effect to the Business Combination, the WOB Acquisition and the issuance of New PubCo’s shares contemplated at Closing on New PubCo’s combined statement of financial position as of June 30, 2022, as if the Business Combination and the WOB Acquisition had closed on June 30, 2022; and

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Pro forma adjustments to give effect to the Business Combination, the WOB Acquisition and the issuance of shares contemplated at Closing on New PubCo’s combined statement of income for the six months ended June 30, 2022 and for the year ended December 31, 2021 as if the Business Combination and the WOB Acquisition had closed on January 1, 2021, the first day of New PubCo’s 2021 fiscal year.

Transaction costs related to the Business Combination will include all fees, costs, and expenses, paid or payable, by (a) any of the Group Companies, New PubCo or Merger Sub and (b) HPX or any of its affiliates, prior to and through the Closing Date. New PubCo will pay or cause to be paid all transaction costs that remain unpaid as of the Closing Date, up to the amount of the expenses cap of R$53.0 million (US$9.5 million) for the Group Companies, New PubCo and Merger Sub and R$47.4 million (US$8.5 million) for HPX and its affiliates. If transaction expenses paid or payable by the Group Companies, New PubCo or Merger Sub are greater than their expenses cap, then Ambipar will pay the excess to New PubCo, and if transaction expenses paid or payable by HPX or any of its affiliates are greater than their expenses cap, then the Sponsor will pay the excess to New PubCo. Transaction costs of an equity transaction will be accounted for as a deduction from equity. Further, any transaction costs that may be incurred jointly in relation to a concurrent offering of shares and a stock exchange listing will be allocated to these transactions using a rational basis of allocation, which is consistent with similar transactions. For pro forma purposes, such costs are recorded as a reduction in cash with a corresponding reduction from equity.

This unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is based on assumptions and estimates made and considered appropriate by Emergencia’s and HPX’s management; however, it is not necessarily indicative of what Emergencia’s consolidated financial condition or results of operations would have been assuming the Business Combination and the WOB Acquisition had been consummated as of the dates indicated, nor does it purport to represent the consolidated financial position or results of operations of the combined company for future periods. The audited and unaudited combined financial statements of Emergencia have been derived from Ambipar’s historical accounting records and reflect certain allocation of expenses. All the allocations and estimates in such financial statements are based on assumptions that Emergencia’s management believes are reasonable.

The unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of New PubCo following the Closing. The adjustments included in this unaudited pro forma condensed combined financial information are preliminary and are subject to change. This unaudited pro forma condensed combined financial information does not contemplate any impacts of any synergies for New PubCo following the Business Combination and the closing of the WOB Acquisition. Future results may vary significantly from the results reflected due to various factors, including those discussed in the section entitled “Risk Factors,” beginning on page 105.

The historical financial statements of Emergencia have been prepared in accordance with IFRS and in its presentation currency of the Brazilian reais (R$). The historical financial statements of HPX have been prepared in accordance with U.S. GAAP and in its presentation currency of the U.S. dollar (US$). The condensed combined pro forma financial information reflects IFRS, the basis of accounting to be used by New PubCo, and no material accounting policy difference is identified in converting HPX’s historical financial statements to IFRS. The historical financial statements of Witt O’Brien’s have been prepared in accordance with U.S. GAAP and in its presentation currency of the U.S. dollar (US$). The condensed combined pro forma financial information reflects IFRS, the basis of accounting to be used by New PubCo, and accounting policy differences identified in converting Witt O’Brien’s historical financial statements to IFRS are included at note 4 to the unaudited pro forma condensed combined financial information. The

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adjustments presented in the pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company after giving effect to the Business Combination and the WOB Acquisition. HPX, Emergencia and Witt O’Brien’s did not have any historical relationship prior to the Business Combination and the WOB Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between the entities.

The unaudited pro forma condensed combined financial information has been prepared assuming two redemption scenarios, as follows:

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Minimum redemptions: this scenario gives effect to the redemption of 19,472,483 HPX Class A Ordinary Shares in connection with the Initial Extension and the redemption of 3,650,973 HPX Class A Ordinary Shares in connection with the Second Extension, and assumes that no other HPX shareholders exercise their rights to redeem any of their HPX Class A Ordinary Shares in connection with the Business Combination for a pro rata portion of the funds in the Trust Account. Thus, this scenario assumes that the approximately $21.6 million (R$112.9 million) held in the Trust Account in the Pro Forma Statement of Financial Position as of June 30, 2022, after the redemptions in connection with the Initial Extension and the Second Extension, were available for the Business Combination at Closing; and

•

Maximum redemptions considering the Non-Redemption Agreements: this scenario gives effect to the redemption of 19,472,483 HPX Class A Ordinary Shares in connection with the Initial Extension and the redemption of 3,650,973 HPX Class A Ordinary Shares in connection with the Second Extension, and assumes that 1,576,544 outstanding HPX Class A Ordinary Shares (being our estimate of the maximum number of HPX Class A Ordinary Shares that could be redeemed considering that 600,000 HPX Class A Ordinary Shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement) are redeemed in connection with the Business Combination for their pro rata share of the funds in the Trust Account. For more information, about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168.0 million (R$880.0 million) would be available, in satisfaction of the Minimum Available Cash Condition.

The following table summarizes the pro forma New PubCo Ordinary Shares issued and outstanding immediately after the Business Combination, presented under the two scenarios listed above. Further, we anticipate that, upon completion of the Business Combination, the approximate ownership interests of New PubCo, exclusive of the exercise of any New PubCo Warrants that will become exercisable at Closing, will be as set forth in the table below:

​	Minimum Redemptions(1)				Maximum Redemptions(2)
Equity Capitalization at Closing	Class A Ordinary Shares		%		Class A Ordinary Shares		%
​	(in millions)		​	​	(in millions)		​	​
Ambipar(3)	​	39.59	​	69.8%	​	39.59	​	71.8%
HPX public shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(4)	​	2.20	​	3.9%	​	0.63	​	1.1%
Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(5)(6)(7)(8)	​	1.94	​	3.4%	​	1.94	​	3.5%
PIPE Investors(9)	​	13.01	​	22.9%	​	13.01	​	23.6%
Total shares of HPX Corp common stock outstanding at closing of the Transaction	​	56.74	​	100%	​	55.17	​	100%

276

(1)

While 25,300,000 HPX Class A Ordinary Shares were subject to possible redemption by HPX’s public shareholders as of June 30, 2022, 19,472,483 HPX Class A Ordinary Shares were redeemed in connection with the Initial Extension, and 3,650,973 HPX Class A Ordinary Shares were redeemed in connection with the Second Extension, which resulted in 2,176,544 outstanding HPX Class A Ordinary Shares. This scenario assumes that no additional public shares are redeemed in connection with the Business Combination. This scenario also considers that the Non-Redeeming Shareholders hold 600,000 HPX Class A Ordinary Shares prior to Closing and 626,400 New PubCo Class A Ordinary Shares post-Closing as a result of the additional 26,400 New PubCo Class A Ordinary Shares to be issued to the Non-Redeeming Shareholders in consideration of their commitment not to redeem any HPX Class A Ordinary Shares in connection with the Business Combination pursuant to the Non-Redemption Agreements.

(2)

Assumes additional redemptions of 1,576,544 HPX Class A Ordinary Shares in connection with the Business Combination at approximately $10.00 (R$52.38) per share based on the Trust Account figures as of June 30, 2022 (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information, about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168.0 million (R$880.0 million) would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(3)

Includes the New PubCo Class B Ordinary Shares issued to Ambipar at Closing pursuant to the Business Combination Agreement as well as 5,050,000 New PubCo Class B Ordinary Shares to be subscribed for and purchased by Ambipar as part of the Ambipar PIPE Financing at a purchase price of $10.00 (R$52.38) per share, pursuant to the Ambipar Subscription Agreement. Excludes the Earn-Out Shares.

(4)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on HPX, Emergencia, the Sponsor or New PubCo, including in terms of equity capitalization at Closing. For more information, about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(5)

Includes 1,860,000 New PubCo Class A Ordinary Shares to be held by the Sponsor and 20,000 New PubCo Class A Ordinary Shares to be held by each of the three Insiders, in each case immediately following the consummating of the Business Combination. Pursuant to the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. This table assumes that the XP Non-Redeeming Shareholder will not receive any such additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(6)

Excludes New PubCo Warrants. For additional information with respect to the dilutive effects of the

277

New PubCo Warrants, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

(7)

Considering the exercise of all New PubCo Warrants, the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) would own (i) 3.8% of New PubCo’s share capital under the minimum redemption scenario, and (ii) 3.9% of New PubCo’s share capital under the maximum redemption scenario.

(8)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(9)

Includes PIPE Investors who entered into Subscription Agreements to purchase 11,150,000 New PubCo Class A Ordinary Shares, and an additional 1,860,600 New PubCo Class A Ordinary Shares issued to PIPE Investors pursuant to the Subscription Agreements, which will occur substantially concurrently with the Closing.

The unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of New PubCo following the Business Combination and the WOB Acquisition. The unaudited pro forma adjustments represent management’s estimates based on information currently available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. The assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used, including in respect of the matters further described in Notes 1, 2, 3 and 4, to present the unaudited pro forma condensed combined financial information.

Actual amounts as of the date of the consummation of the Business Combination and the WOB Acquisition might differ from the pro forma amounts presented in the unaudited pro forma condensed statement of financial position below as of June 30, 2022, primarily as a result of the timing and amount of expenditure related to development activities and capital expenditures as discussed elsewhere in this proxy statement/prospectus. Emergencia, HPX and Witt O’Brien’s have not had any historical relationship prior to the Business Combination and the WOB Acquisition. Accordingly, no pro forma adjustments were required to eliminate activities between them.

278

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION(1)
AS OF JUNE 30, 2022
(In thousands of Brazilian reais, except when indicated otherwise)

​

Emergencia Historical (IFRS)

HPX Historical (IFRS, See Note 2 for U.S. GAAP to IFRS Conversion)

Witt O’Brien’s Historical (IFRS, See Note 4 for U.S. GAAP to IFRS Conversion)

Transaction Accounting Adjustments (Assuming Minimum Redemptions)

​

Financing Adjustments(2)

​

Witt O’Brien’s Transaction Accounting Adjustments (See Note 5)

​

Witt O’Brien’s Financing Adjustments

​

Pro Forma Combined (Assuming Minimum Redemptions)

Incremental Transaction Accounting Adjustments (Assuming Maximum Redemptions)

​

Proforma Combined (Assuming Maximum Redemptions)

Proforma Combined (Assuming Minimum Redemptions) In US$ Thousands(3)

Proforma Combined (Assuming Maximum Redemptions) In US$ Thousands(3)

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

R$

157,230

​

R$

4,078

​

R$

9,046

​

R$

15,973

a, b, c (i), c (ii), d

​

R$

848,556

n

​

R$

(877,831)

A

​

R$

471,420

o

​

R$

628,472

​

R$

(82,496)

p

​

R$

545,976

​

$

119,983

​

$

104,234

Trade and other receivables

​

​

326,072

​

​

—

​

​

604,900

​

​

—

​

​

​

—

​

​

​

(273,199)

D

​

​

—

​

​

​

657,774

​

​

—

​

​

​

657,774

​

​

125,577

​

​

125,577

Advances to suppliers

​

​

26,561

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

26,561

​

​

—

​

​

​

26,561

​

​

5,071

​

​

5,071

Prepaid expenses

​

​

18,086

​

​

302

​

​

5,458

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

23,846

​

​

—

​

​

​

23,846

​

​

4,552

​

​

4,552

Inventories

​

​

13,408

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

13,408

​

​

—

​

​

​

13,408

​

​

2,560

​

​

2,560

Other accounts equivalents

​

​

25,539

​

​

—

​

​

1,031

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

26,570

​

​

—

​

​

​

26,570

​

​

5,073

​

​

5,073

Other tax assets

​

​

11,685

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

11,685

​

​

—

​

​

​

11,685

​

​

2,231

​

​

2,231

Current tax assets

​

​

6,747

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

6,747

​

​

—

​

​

​

6,747

​

​

1,288

​

​

1,288

Total current assets

​

​

585,328

​

​

4,380

​

​

620,436

​

​

15,973

​

​

​

848,556

​

​

​

(1,151,030)

​

​

​

471,420

​

​

​

1,395,063

​

​

(82,496)

​

​

​

1,312,567

​

​

266,335

​

​

250,586

Noncurrent:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Marketable securities held in Trust Account

​

​

—

​

​

1,327,212

​

​

—

​

​

(1,327,212)

a

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

—

Related party loans

​

​

41,041

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

41,041

​

​

—

​

​

​

41,041

​

​

7,835

​

​

7,835

Deferred taxes

​

​

6,308

​

​

—

​

​

8,826

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

15,134

​

​

—

​

​

​

15,134

​

​

2,889

​

​

2,889

Judicial deposits

​

​

116

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

116

​

​

—

​

​

​

116

​

​

22

​

​

22

Other accounts receivable

​

​

21,521

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

21,521

​

​

—

​

​

​

21,521

​

​

4,109

​

​

4,109

Other long term assets

​

​

—

​

​

—

​

​

10,282

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

10,282

​

​

—

​

​

​

10,282

​

​

1,963

​

​

1,963

Property, plant and equipment

​

​

421,510

​

​

—

​

​

19,637

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

441,147

​

​

—

​

​

​

441,147

​

​

84,221

​

​

84,221

Goodwill

​

​

720,300

​

​

—

​

​

149,314

​

​

—

​

​

​

—

​

​

​

240,917

C

​

​

—

​

​

​

1,110,531

​

​

—

​

​

​

1,110,531

​

​

212,014

​

​

212,014

Intangible assets

​

​

9,945

​

​

—

​

​

30,338

​

​

—

​

​

​

—

​

​

​

332,132

C

​

​

—

​

​

​

372,415

​

​

—

​

​

​

372,415

​

​

71,099

​

​

71,099

Total noncurrent assets

​

​

1,220,741

​

​

1,327,212

​

​

218,397

​

​

(1,327,212)

​

​

​

—

​

​

​

573,049

​

​

​

—

​

​

​

2,012,187

​

​

—

​

​

​

2,012,187

​

​

384,152

​

​

384,152

Total assets

​

R$

1,806,069

​

R$

1,331,592

​

R$

838,833

​

R$

(1,311,239)

​

​

R$

848,556

​

​

R$

(577,981)

​

​

R$

471,420

​

​

R$

3,407,250

​

R$

(82,496)

​

​

R$

3,324,754

​

$

650,487

​

$

634,738

LIABILITIES AND SHAREHOLDERS’ DEFICIT

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans and financing

​

R$

38,475

​

R$

—

​

R$

—

​

R$

—

​

​

R$

—

​

​

R$

—

​

​

R$

—

​

​

R$

38,475

​

R$

—

​

​

R$

38,475

​

$

7,345

​

$

7,345

Debentures

​

​

13,409

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

13,409

​

​

—

​

​

​

13,409

​

​

2,560

​

​

2,560

Promissory note – related party

​

​

—

​

​

3,667

​

​

—

​

​

(3,667)

b

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

—

Accounts payable and accrued expenses

​

​

51,701

​

​

3,576

​

​

120,532

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

175,809

​

​

—

​

​

​

175,809

​

​

33,564

​

​

33,564

Accrued offering costs

​

​

—

​

​

837

​

​

—

​

​

(837)

c (i)

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

—

Labor obligations

​

​

32,198

​

​

—

​

​

23,309

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

55,507

​

​

—

​

​

​

55,507

​

​

10,597

​

​

10,597

Dividends payable

​

​

31,469

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

31,469

​

​

—

​

​

​

31,469

​

​

6,008

​

​

6,008

Current income tax and social contribution payable

​

​

7,369

​

​

—

​

​

4,054

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

11,423

​

​

—

​

​

​

11,423

​

​

2,181

​

​

2,181

See Accompanying NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.

279

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION(1) (continued)
AS OF JUNE 30, 2022
(In thousands of Brazilian reais, except when indicated otherwise)

​

Emergencia Historical (IFRS)

HPX Historical (IFRS, See Note 2 for U.S. GAAP to IFRS Conversion)

Witt O’Brien’s Historical (IFRS, See Note 4 for U.S. GAAP to IFRS Conversion)

Transaction Accounting Adjustments (Assuming Minimum Redemptions)

​

Financing Adjustments(2)

​

Witt O’Brien’s Transaction Accounting Adjustments (See Note 5)

​

Witt O’Brien’s Financing Adjustments

​

Pro Forma Combined (Assuming Minimum Redemptions)

Incremental Transaction Accounting Adjustments (Assuming Maximum Redemptions)

Proforma Combined (Assuming Maximum Redemptions)

Proforma Combined (Assuming Minimum Redemptions) In US$ Thousands(3)

Proforma Combined (Assuming Maximum Redemptions) In US$ Thousands(3)

Other tax payable

​

​

22,273

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

22,273

​

​

—

​

​

22,273

​

​

4,252

​

​

4,252

Obligations from acquisition of investment

​

​

129,481

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

129,481

​

​

—

​

​

129,481

​

​

24,720

​

​

24,720

Other bills to pay

​

​

35,765

​

​

—

​

​

32,062

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

67,827

​

​

—

​

​

67,827

​

​

12,949

​

​

12,949

Lease liabilities

​

​

11,244

​

​

—

​

​

2,598

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

13,842

​

​

—

​

​

13,842

​

​

2,643

​

​

2,643

Total current liabilities

​

​

373,384

​

​

8,080

​

​

182,555

​

​

(4,504)

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

559,515

​

​

—

​

​

559,515

​

​

106,819

​

​

106,819

Noncurrent Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Warrant liability

​

​

—

​

​

8,249

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

8,249

​

​

—

​

​

8,249

​

​

1,575

​

​

1,575

Deferred underwriting fee payable

​

​

—

​

​

46,382

​

​

—

​

​

(46,382)

e

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Loans and financing

​

​

130,997

​

​

1,327,212

​

​

70,990

​

​

(1,327,212)

d, f

​

​

—

​

​

​

—

​

​

​

471,420

o

​

​

673,407

​

​

—

​

​

673,407

​

​

128,562

​

​

128,562

Debentures

​

​

330,201

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

330,201

​

​

—

​

​

330,201

​

​

63,040

​

​

63,040

Deferred legal fees

​

​

—

​

​

16,198

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

16,198

​

​

—

​

​

16,198

​

​

3,092

​

​

3,092

Other tax expenses

​

​

7,626

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

7,626

​

​

—

​

​

7,626

​

​

1,456

​

​

1,456

Related party loans

​

​

365,111

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

365,111

​

​

—

​

​

365,111

​

​

69,704

​

​

69,704

Deferred income tax and social contribution

​

​

35,832

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

35,832

​

​

—

​

​

35,832

​

​

6,841

​

​

6,841

Obligations from acquisition of investment

​

​

134,482

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

134,482

​

​

—

​

​

134,482

​

​

25,674

​

​

25,674

Provisions for contingencies

​

​

129

​

​

—

​

​

—

​

​

44,654

g, h

​

​

—

​

​

​

—

​

​

​

—

​

​

​

44,783

​

​

—

​

​

44,783

​

​

8,550

​

​

8,550

Other bills to pay

​

​

19,157

​

​

—

​

​

8,533

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

27,690

​

​

—

​

​

27,690

​

​

5,286

​

​

5,286

Lease liabilities

​

​

22,100

​

​

—

​

​

11,869

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

33,969

​

​

—

​

​

33,969

​

​

6,485

​

​

6,485

Total noncurrent liabilities

​

​

1,045,635

​

​

1,398,041

​

​

91,392

​

​

(1,328,940)

​

​

​

—

​

​

​

—

​

​

​

471,420

​

​

​

1,677,548

​

​

—

​

​

1,677,548

​

​

320,265

​

​

320,265

Total liabilities

​

R$

1,419,019

​

R$

1,406,121

​

R$

273,947

​

R$

(1,333,444)

​

​

R$

—

​

​

R$

—

​

​

R$

471,420

​

​

R$

2,237,063

​

R$

—

​

R$

2,237,063

​

$

427,084

​

$

427,084

Shareholders’ Deficit

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Share Capital (historical)

​

​

261,920

​

​

—

​

​

5

​

​

(261,920)

i

​

​

—

​

​

​

(5)

B

​

​

—

​

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Preference shares, $0.0001 par value (converted equivalent par value being R$0.0005); 5,000,000 shares authorized; none issued and outstanding

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Class A ordinary shares, $0.0001 par value (converted equivalent par value being R$0.0005); 500,000,000 shares authorized; none issued and outstanding (excluding 25,300,000 shares subject to possible redemption) as of June 30, 2022(4)

​

​

—

​

​

—

​

​

—

​

​

61

f, j, k

​

​

306

n

​

​

—

​

​

​

—

​

​

​

367

​

​

—

​

​

367

​

​

70

​

​

70

See Accompanying NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.

280

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION(1) (continued)
AS OF JUNE 30, 2022
(In thousands of Brazilian reais, except when indicated otherwise)

​

Emergencia Historical (IFRS)

HPX Historical (IFRS, See Note 2 for U.S. GAAP to IFRS Conversion)

Witt O’Brien’s Historical (IFRS, See Note 4 for U.S. GAAP to IFRS Conversion)

Transaction Accounting Adjustments (Assuming Minimum Redemptions)

​

Financing Adjustments(2)

​

Witt O’Brien’s Transaction Accounting Adjustments (See Note 5)

​

Witt O’Brien’s Financing Adjustments

Pro Forma Combined (Assuming Minimum Redemptions)

Incremental Transaction Accounting Adjustments (Assuming Maximum Redemptions)

​

Proforma Combined (Assuming Maximum Redemptions)

Proforma Combined (Assuming Minimum Redemptions) In US$ Thousands(3)

Proforma Combined (Assuming Maximum Redemptions) In US$ Thousands(3)

Class B ordinary shares, $0.0001 par value (converted equivalent par value being R$0.0005); 50,000,000 shares authorized; 6,305,000 shares issued and outstanding as of June 30, 2022

​

​

—

​

​

3

​

​

—

​

​

261,920

i, j

​

​

139

n

​

​

—

​

​

​

—

​

​

262,062

​

​

—

​

​

​

262,062

​

​

50,031

​

​

50,031

Additional paid-in capital

​

​

—

​

​

—

​

​

256,416

​

​

174,823

c (i), c(ii), e, f, g, k, l, m

​

​

848,111

n

​

​

(269,511)

B

​

​

—

​

​

1,009,839

​

​

(82,496)

p

​

​

927,343

​

​

192,791

​

​

177,042

Advance for future capital increase

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

—

Profit reserves

​

​

179,679

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

179,679

​

​

—

​

​

​

179,679

​

​

34,303

​

​

34,303

Capital transactions

​

​

(101,997)

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

(101,997)

​

​

—

​

​

​

(101,997)

​

​

(19,473)

​

​

(19,473)

Equity valuation adjustment

​

​

984

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

984

​

​

—

​

​

​

984

​

​

188

​

​

188

Accumulated translation adjustment

​

​

(71,994)

​

​

—

​

​

(3,222)

​

​

—

​

​

​

—

​

​

​

3,222

B

​

​

—

​

​

(71,994)

​

​

—

​

​

​

(71,994)

​

​

(13,745)

​

​

(13,745)

Retained earnings (losses)

​

​

78,285

​

​

(74,532)

​

​

311,687

​

​

(152,679)

k, l, m

​

​

—

​

​

​

(311,687)

​

​

​

—

​

​

(148,926)

​

​

—

​

​

​

(148,926)

​

​

(28,432)

​

​

(28,432)

Non-controlling interest

​

​

40,173

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

B

​

​

—

​

​

40,173

​

​

—

​

​

​

40,173

​

​

7,670

​

​

7,670

Total Shareholder’s Deficit

​

​

387,050

​

​

(74,529)

​

​

564,886

​

​

22,205

​

​

​

848,556

​

​

​

(577,981)

​

​

​

—

​

​

1,170,187

​

​

(82,496)

​

​

​

1,087,691

​

​

223,403

​

​

207,654

Total liabilities, Redeemable Common Stock and Shareholder’s Deficit

​

R$

1,806,069

​

R$

1,331,592

​

R$

838,833

​

R$

(1,311,239)

​

​

R$

848,556

​

​

R$

(577,981)

​

​

R$

471,420

​

R$

3,407,250

​

R$

(82,496)

​

​

R$

3,324,754

​

$

650,487

​

$

634,738

(1)

For every 100,000 shares redeemed, pro forma cash of the combined entity would be reduced by approximately R$5.2 million with a negligible impact on basic and diluted loss per share.

(2)

This column represents additional transaction accounting adjustments related to financing adjustments.

(3)

Solely for the convenience of the reader, we have translated certain amounts included in this proxy statement/ prospectus from reais into U.S. dollars using the exchange rate as reported by the Central Bank as of June 30, 2022, for reais into U.S. dollars of R$5.238 per US$1.00. The U.S. dollar equivalent information presented in this proxy statement/prospectus is provided solely for the convenience of investors and should not be construed as implying that the amounts in reais represent, or could have been or could be converted into, U.S. dollars at such rates or any other rate.

(4)

See Capitalization Table for share information subsequent to the Initial Extension and Second Extension.

See Accompanying NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.

281

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2022(1)
(In thousands of Brazilian reais, except when indicated otherwise,
and except share and per share amounts)

​

Emergencia Historical (IFRS)

HPX Historical (IFRS, See Note 2 for U.S. GAAP to IFRS Conversion)

Witt O’Brien’s Historical (IFRS, See Note 4 for U.S. GAAP to IFRS Conversion)

Transaction Accounting Adjustments

​

Financing Adjustments(2)

Witt O’Brien’s Transaction Accounting Adjustments (See Note 5)

​

Witt O’Brien’s Financing Adjustments

​

Pro Forma Combined (Assuming Minimum Redemptions)

Incremental Transaction Accounting Adjustments (Assuming Maximum Redemptions)

Proforma Combined (Assuming Maximum Redemptions)

Proforma Combined (Assuming Minimum Redemptions) In US$ Thousands(3)

Proforma Combined (Assuming Maximum Redemptions) In US$ Thousands(3)

Revenue

​

R$

654,526

​

R$

—

​

R$

455,646

​

R$

—

​

​

R$

—

​

R$

—

​

​

R$

—

​

​

R$

1,110,172

​

R$

—

​

R$

1,110,172

​

$

218,613

​

$

218,613

Cost of services rendered

​

​

(520,041)

​

​

—

​

​

(305,512)

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

​

(825,553)

​

​

—

​

​

(825,553)

​

​

162,567

​

​

162,567

Gross profit

​

​

134,485

​

​

—

​

​

150,134

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

​

284,619

​

​

—

​

​

284,619

​

​

56,046

​

​

56,046

Operating expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Selling, general and administrative expenses

​

​

(14,043)

​

​

(18,952)

​

​

(68,059)

​

​

—

aa

​

​

—

​

​

(7,059)

C

​

​

—

​

​

​

(108,113)

​

​

—

​

​

(108,113)

​

​

(21,289)

​

​

(21,289)

Other income, net of expenses

​

​

5,163

​

​

—

​

​

(4,982)

​

​

(226,195)

bb

​

​

—

​

​

—

​

​

​

—

​

​

​

(226,014)

​

​

—

​

​

(226,014)

​

​

(44,506)

​

​

(44,506)

Operating profit

​

​

125,605

​

​

(18,952)

​

​

77,093

​

​

(226,195)

​

​

​

—

​

​

(7,059)

​

​

​

—

​

​

​

(49,508)

​

​

—

​

​

(49,508)

​

​

(9,750)

​

​

(9,750)

Finance costs

​

​

(28,847)

​

​

47,359

​

​

(3,880)

​

​

(1,747)

cc

​

​

—

​

​

—

​

​

​

(14,534)

ee

​

​

(1,649)

​

​

—

​

​

(1,649)

​

​

(325)

​

​

(325)

Interest income from operating bank account

​

​

5,535

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

​

5,535

​

​

—

​

​

5,535

​

​

1,090

​

​

1,090

Profit (loss) before tax

​

​

102,293

​

​

28,407

​

​

73,213

​

​

(227,942)

​

​

​

—

​

​

(7,059)

​

​

​

(14,534)

​

​

​

(45,622)

​

​

—

​

​

(45,622)

​

​

(8,985)

​

​

(8,985)

Current income tax and social contribution

​

​

(14,685)

​

​

—

​

​

(6,333)

​

​

—

​

​

​

—

​

​

1,482

C

​

​

4,942

ee

​

​

(14,594)

​

​

—

​

​

(14,594)

​

​

(2,874)

​

​

(2,874)

Deferred income tax and social contribution

​

​

(5,227)

​

​

—

​

​

1,183

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

​

(4,044)

​

​

—

​

​

(4,044)

​

​

(796)

​

​

(796)

Profit (loss) for the period

​

R$

82,381

​

R$

28,407

​

R$

68,063

​

R$

(227,942)

​

​

R$

—

​

R$

(5,577)

​

​

R$

(9,592)

​

​

R$

(64,260)

​

R$

—

​

R$

(64,260)

​

$

(12,655)

​

$

(12,655)

Profit (loss) attributable to:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owners of the group

​

R$

78,285

​

R$

28,407

​

R$

68,063

​

R$

(227,942)

dd

​

R$

—

​

R$

(5,577)

​

​

R$

(9,592)

​

​

R$

(68,356)

​

R$

—

​

R$

(68,356)

​

R$

(13,461)

​

R$

(13,461)

Non-controlling interests

​

R$

4,096

​

R$

—

​

R$

—

​

R$

—

dd

​

R$

—

​

R$

—

​

​

R$

—

​

​

R$

4,096

​

R$

—

​

R$

4,096

​

R$

806

​

R$

806

Basic and diluted weighted average shares outstanding, Class A ordinary shares

​

​

261,920,439

​

​

25,300,000

​

​

—

​

​

18,434,934

​

​

​

13,010,600

​

​

—

​

​

​

—

​

​

​

56,745,534

​

​

(1,576,544)

​

​

55,168,990

​

​

56,745,534

​

​

55,168,990

Basic and diluted profit (loss) per ordinary share, Class A ordinary shares

​

R$

0.31

​

R$

0.91

​

R$

—

​

R$

—

​

​

R$

—

​

R$

—

​

​

R$

—

​

​

R$

(1.13)

​

​

—

​

R$

(1.16)

​

$

(0.22)

​

$

(0.23)

Basic and diluted weighted average shares outstanding, Class B ordinary shares

​

​

​

​

​

6,305,000

​

​

—

​

​

6,305,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

—

Basic and diluted profit (loss) per ordinary share, Class B ordinary shares

​

​

​

​

R$

0.91

​

R$

—

​

R$

—

​

​

​

​

​

R$

—

​

​

R$

—

​

​

R$

0.00

​

​

​

​

R$

0.00

​

$

0.00

​

$

0.00

See Accompanying NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.

282

(1)

For every 100,000 shares redeemed, pro forma cash of the combined entity would be reduced by approximately R$5.2 million with a negligible impact on basic and diluted loss per share.

(2)

This column represents additional transaction accounting adjustments related to financing adjustments.

(3)

Solely for the convenience of the reader, we have translated certain amounts included in this proxy statement/prospectus from reais into U.S. dollars using the exchange rate as reported by the Central Bank using the average exchange rate for the six months ended June 30, 2022, for reais into U.S. dollars of R$5.0782 per US$1.00. The U.S. dollar equivalent information presented in this proxy statement/prospectus is provided solely for the convenience of investors and should not be construed as implying that the amounts in reais represent, or could have been or could be converted into, U.S. dollars at such rates or any other rate.

See Accompanying NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.

283

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2021(1)
(In thousands of Brazilian reais, except when indicated otherwise,
and except share and per share amounts)

​

Emergencia Historical (IFRS)

HPX Historical (IFRS, See Note 2 for U.S. GAAP to IFRS Conversion)

Witt O’Brien’s Historical (IFRS, See Note 4 for U.S. GAAP to IFRS Conversion)

Transaction Accounting Adjustments

​

Financing Adjustments(2)

Witt O’Brien’s Transaction Accounting Adjustments (See Note 5)

​

Witt O’Brien’s Financing Adjustments

​

Pro Forma Combined (Assuming Minimum Redemptions)

Incremental Transaction Accounting Adjustments (Assuming Maximum Redemptions)

Proforma Combined (Assuming Maximum Redemptions)

Proforma Combined (Assuming Minimum Redemptions) In US$ Thousands(3)

Proforma Combined (Assuming Maximum Redemptions) In US$ Thousands(3)

Revenue

​

R$

822,203

​

R$

—

​

R$

1,046,658

​

R$

—

​

​

R$

—

​

R$

—

​

​

R$

—

​

​

R$

1,868,861

​

R$

—

​

R$

1,868,861

​

$

346,370

​

$

346,370

Cost of services rendered

​

​

(618,691)

​

​

—

​

​

(632,295)

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

​

(1,250,986)

​

​

—

​

​

(1,250,986)

​

​

(231,855)

​

​

(231,855)

Gross profit

​

​

203,512

​

​

—

​

​

414,363

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

​

617,875

​

​

—

​

​

617,875

​

​

114,515

​

​

114,515

Operating expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Selling, general and administrative expenses

​

​

(26,837)

​

​

(6,279)

​

​

(154,081)

​

​

(1,079)

aa

​

​

—

​

​

(14,929)

C

​

​

—

​

​

​

(203,205)

​

​

—

​

​

(203,205)

​

​

(37,662)

​

​

(37,662)

Other income, net of expenses

​

​

1,355

​

​

—

​

​

(55,364)

​

​

(270,048)

bb

​

​

—

​

​

—

​

​

​

—

​

​

​

(324,057)

​

​

—

​

​

(324,057)

​

​

(60,060)

​

​

(60,060)

Operating profit

​

​

178,030

​

​

(6,279)

​

​

204,918

​

​

(271,127)

​

​

​

—

​

​

(14,929)

​

​

​

—

​

​

​

90,613

​

​

—

​

​

90,613

​

​

16,793

​

​

16,793

Finance costs

​

​

(12,804)

​

​

56,969

​

​

(19,581)

​

​

(137)

cc

​

​

—

​

​

—

​

​

​

(30,884)

ee

​

​

(6,437)

​

​

—

​

​

(6,437)

​

​

(1,193)

​

​

(1,193)

Interest income from operating bank account

​

​

10,776

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

​

10,776

​

​

—

​

​

10,776

​

​

1,997

​

​

1,997

Profit before tax

​

​

176,002

​

​

50,690

​

​

185,337

​

​

(271,264)

​

​

​

—

​

​

(14,929)

​

​

​

(30,884)

​

​

​

94,952

​

​

—

​

​

94,952

​

​

17,597

​

​

17,597

Income tax and social contribution

​

​

(37,860)

​

​

—

​

​

(11,843)

​

​

—

​

​

​

—

​

​

3,135

C

​

​

10,501

ee

​

​

(36,067)

​

​

—

​

​

(36,067)

​

​

(6,685)

​

​

(6,685)

Deferred income tax and social contribution

​

​

—

​

​

—

​

​

1,937

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

​

1,937

​

​

—

​

​

1,937

​

​

359

​

​

359

Profit for the year

​

R$

138,142

​

R$

50,690

​

R$

173,494

​

R$

(271,264)

​

​

R$

—

​

R$

(11,794)

​

​

R$

(20,383)

​

​

R$

58,885

​

R$

—

​

R$

58,885

​

$

10,912

​

$

10,912

Profit Attributable to:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owners of the group

​

R$

131,117

​

R$

50,690

​

R$

173,494

​

R$

(267,626)

dd

​

$

—

​

R$

(11,794)

​

​

R$

(20,383)

​

​

$

55,498

​

$

—

​

$

54,498

​

$

10,286

​

$

10,286

Non-controlling interests

​

R$

7,025

​

R$

—

​

R$

—

​

R$

(3,638)

dd

​

$

—

​

R$

—

​

​

R$

—

​

​

$

3,387

​

$

—

​

$

3,387

​

$

626

​

$

626

Basic and diluted weighted average shares outstanding, Class A ordinary shares

​

​

48,615,599

​

​

25,300,000

​

​

—

​

​

18,434,934

​

​

​

13,010,600

​

​

—

​

​

​

—

​

​

​

56,745,534

​

​

(1,576,544)

​

​

55,168,990

​

​

56,745,534

​

​

55,168,990

Basic and diluted profit (loss) per ordinary share, Class A ordinary shares

​

R$

2.84

​

R$

1.62

​

R$

—

​

R$

—

​

​

R$

—

​

R$

—

​

​

R$

—

​

​

R$

1.04

​

​

—

​

R$

1.07

​

$

0.19

​

$

0.20

Basic and diluted weighted average shares outstanding, Class B ordinary shares

​

​

​

​

​

6,305,055

​

​

—

​

​

6,305,055

​

​

—

​

—

​

​

—

​

​

—

​

—

​

—

​

​

—

​

​

—

Basic and diluted profit (loss) per ordinary share, Class B ordinary shares

​

​

​

​

R$

1.62

​

R$

—

​

R$

—

​

​

​

​

​

R$

—

​

​

R$

—

​

​

R$

0.00

​

​

​

​

R$

0.00

​

$

0.00

​

$

0.00

See Accompanying NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.

284

(1)

For every 100,000 shares redeemed, pro forma cash of the combined entity would be reduced by approximately R$5.2 million with a negligible impact on basic and diluted loss per share.

(2)

This column represents additional transaction accounting adjustments related to financing adjustments.

(3)

Solely for the convenience of the reader, we have translated certain amounts included in this proxy statement/ prospectus from reais into U.S. dollars using the exchange rate as reported by the Central Bank using the average exchange rate for the year ended December 31, 2021, for reais into U.S. dollars of R$5.396 per US$1.00. The U.S. dollar equivalent information presented in this proxy statement/prospectus is provided solely for the convenience of investors and should not be construed as implying that the amounts in reais represent, or could have been or could be converted into, U.S. dollars at such rates or any other rate.

See Accompanying NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.

285

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination and the WOB Acquisition occurred on the dates indicated.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. Emergencia has elected not to present autonomous entity adjustments and will only be presenting transaction accounting adjustments and financing adjustments in the unaudited pro forma condensed combined financial information.

Management has concluded that no autonomous entity adjustments are required in accordance with Regulation S-X, as the historical financial statements of Emergencia, HPX and Witt O’Brien’s include all activity for the New PubCo to operate an autonomous, or standalone entity, and hence, no such adjustments have been made in the pro forma financials. This includes all Emergencia attributable shared service costs from Ambipar recorded in Emergencia’s historical financial statements that reflect an arm’s length transaction for an autonomous, or standalone entity.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had New PubCo filed consolidated income tax returns during the periods presented. The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of income are based upon the weighted average number of Emergencia’s shares outstanding for the six months ended June 30, 2022 and the year ended December 31, 2021, assuming the Business Combination and the WOB Acquisition occurred on January 1, 2021.

Assuming that the Business Combination is executed in accordance with the Business Combination Agreement, the New PubCo Warrants will remain classified as a liability, and will continue to be recognized at fair value, with subsequent changes in fair value recognized in the statement of income. As such, no pro forma adjustment will be needed.

In connection with the Business Combination, New PubCo will implement the New PubCo Equity Plan which will be effective as of (and contingent on) Closing. The financial statement impact of the New PubCo Equity Plan is not yet known and cannot be readily estimated at this stage, therefore its impact has not been included in the unaudited pro forma condensed combined financial statements.

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Financial Position

The adjustments included in the unaudited pro forma condensed combined statement of financial position as of June 30, 2022 are as follows (using the June 30, 2022 translation rate of R$5.238 into US$1.00):

Transaction Accounting Adjustments:

(a)

Reflects the reclassification of R$1,327.2 million of cash and cash equivalents held in the Trust Account that becomes available following the Business Combination, assuming no redemptions.

(b)

Reflects the repayment of the working capital loan taken out by HPX of R$3.7 million that is payable upon a business combination. Subsequent to June 30, 2022, HPX took an additional working capital draw of R$1.0 million ($205,000) under the promissory note dated June 24, 2022, and an additional working capital draw of R$2.1 million ($410,000) under an additional promissory note, and the aggregate amounts outstanding under such promissory notes will be repaid upon the consummation of a business combination. Such borrowings and repayment, net will have an immaterial effect on the pro forma statement of financial position. For more information, see “Summary of the Proxy Statement/Prospectus — Recent Developments — Additional Loans Under the Unsecured Promissory Notes.”

286

(c)

Transaction costs:

(i)

Reflects the additional HPX non-recurring transaction costs in the amount of R$44.5 million including the payment of accrued transaction costs in the amount of R$0.8 million (R$43.7 million, net), that are all paid upon Closing.

(ii)

Reflects the additional Ambipar and New PubCo non-recurring transaction costs in the amount of R$49.8 million, that are all paid upon Closing.

(d)

Reflects the payment in cash of R$1,021.7 million due to the redemption of 19,472,483 HPX Shares in connection with the Initial Extension and R$191.6 million due to the redemption of 3,650,973 HPX Shares in connection with the Second Extension, pursuant to the respective Extension Amendments after the announcement of the Business Combination.

(e)

Reflects the termination of the agreement with Credit Suisse to pay R$46.4 million of deferred underwriters’ fees incurred in connection with HPX’s IPO that were due upon completion of the Business Combination.

(f)

Reflects the reclassification of non-redeemed shares from liability to permanent equity of R$113.9 million upon the Closing of the Business Combination. The reclassification of non-redeemed shares from liability to permanent equity is calculated as R$1,327.2 million of HPX loans and financing (before extension votes) less R$1,021.7 million of shares redeemed in connection with the Initial Extension at a redemption price of approximately $10.018 per share and R$191.6 million of shares redeemed in connection with the Second Extension at a redemption price of approximately $10.064 per share as of June 30, 2022 and foreign exchange rate of $1.00 to R$5.238 as of June 30, 2022.

(g)

Reflects the issuance of 11,000,000 Earn-Out Shares in accordance with the Business Combination Agreement in the amount of R$44.7 million. The Earn-Out Shares have, in accordance with the requirements of IAS 32, been recognized as a financial liability measured at fair value in the unaudited pro forma condensed combined statement of financial position. The fair value of the Earn-Out Shares is measured using a Monte Carlo simulation model at each measurement date. The key assumptions used were initial stock price of $10.00/share and a volatility rate of 21.29%.

(h)

Subsequent to June 30, 2022, the Sponsor entered into the Downside Protection Agreements with the PIPE Investors, the Non-Redeeming Shareholders and the XP Non-Redeeming Shareholder, pursuant to which such DPA Beneficiaries are provided with certain downside protection rights subsequent to the Closing Date. Subject to the terms and conditions of the Downside Protection Agreements, the DPA Beneficiaries may receive, on a pro-rata basis, an aggregate of up to 1,050,000 New PubCo Class A Ordinary Shares directly from the Sponsor. While such liability to transfer the DPA Pro Rata Downside Protection Shares is the Sponsor’s responsibility, HPX, as an entity being controlled by the Sponsor, recognized a liability of $3.1 million (R$16.2 million) in its unaudited condensed financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021. Upon completion of the Business Combination, HPX will cease to be controlled by the Sponsor, as the Sponsor will be a minority shareholder in New PubCo, and HPX will merge with and into New PubCo. The net effect of recording and reversing the liability will have an immaterial effect on the pro forma statement of financial position. For more information, see “Certain Agreements Related to the Business Combination — Downside Protection Agreements.”

(i)

Reflects the issuance of New PubCo Class B Ordinary Shares in the amount of R$261.9 million to Ambipar.

(j)

Reflects the recapitalization of HPX under the Sponsor Recapitalization, whereby HPX Class B Ordinary Shares were exchanged for and converted into HPX Class A Ordinary Shares. The effect of this reclassification is an immaterial adjustment on the pro forma statement of financial position.

287

(k)

Reflects the compensation expense of R$1.0 million for HPX restricted stock units (the “RSUs”) converted to New PubCo Class A Ordinary Shares upon vesting using par value R$0.0005 per share at a redemption price of R$52.38 per share as of June 30, 2022.

(l)

Reflects the reclassification of R$74.5 million of HPX’s historical accumulated deficit to additional paid-in capital upon consummation of the Business Combination.

(m)

Reflects the difference in the amount of R$226.2 million between the fair value of the equity instruments issued to acquire HPX and the fair value of the identifiable net assets acquired. This represents a stock exchange listing service of New PubCo under IFRS 2 Share-Based Payments. The listing expense is calculated as follows, in thousands of reais:

​	Scenario 1: Assuming Minimum redemptions			Scenario 2: Assuming Maximum redemptions
Fair value of public and sponsor equity instruments to acquire HPX(1)	​	R$	215,960	​	R$	133,381
Less: Fair value of Earn-Out Shares	​	​	44,654	​	​	44,654
Fair value of equity instruments issued to acquire HPX(2)	​	​	171,306	​	​	88,727
Net Assets of HPX as of June 30, 2022(3)(4)(5)	​	​	39,395	​	​	39,395
Effect of redemption of HPX ordinary shares	​	​	—	​	​	(82,579)
Less: HPX’s transaction costs	​	​	94,284	​	​	94,284
Adjusted net assets/(liabilities) of HPX as of June 30, 2022	​	​	(54,889)	​	​	(137,468)
IFRS 2 charge for listing services	​	R$	226,195	​	R$	226,195

(1)

Estimated fair value determined based on reference price denoted in the Business Combination Agreement of $10.00/share as of June 30, 2022 and foreign exchange rate of $1.00 to R$5.238.

(2)

The deemed fair value of equity instruments issued to acquire HPX was estimated based on the fair value of public and sponsor shares to acquire HPX, less the adjustment in respect of Earn-Out Shares (see note (f) above).

(3)

Calculated based on exchange rate as of June 30, 2022 of $1.00 to R$5.238. Based on this exchange rate, the net assets of HPX as of June 30, 2022 were approximately R$39.4 million under the minimum redemption and the maximum redemption scenarios.

(4)

Net assets of HPX have been adjusted to reflect the redemption of 19,472,483 shares for R$1,021.7 million, in connection with the Initial Extension and 3,650,973 shares for R$191.6 million in connection with the Second Extension.

(5)

Adjusted net assets (liabilities) of HPX as of June 30, 2022 is calculated as follows:

Total Assets of HPX	R$	1,331,592
Less: Redeemed Shares	​	1,213,288
Adjusted Total Assets	​	118,304
Total Liabilities of HPX	​	78,909
Net assets of HPX	R$	39,395

288

Summary of Transacting Accounting Adjustments impacting Additional paid in capital:

Description	Reference	Amount (in thousands of reais)
Non-recurring transaction costs	(c)(i)	​	R$	(43,686)
Non-recurring transaction costs	(c)(ii)	​	​	(49,761)
Settlement of deferred underwriting fee	(e)	​	​	46,382
Liability to permanent equity	(f)	​	​	113,864
Earnout Shares	(g)	​	​	(44,654)
RSU compensation	(k)	​	​	1,015
Removal of historical accumulated deficit	(l)	​	​	(74,532)
IFRS 2 listing expense	(m)	​	​	226,195
Additional paid-in capital adjustments	​	​	R$	174,823

Financing Adjustments:

(n)

Reflects gross proceeds of R$848.6 million from the issuance and sale of 16,200,000 New PubCo Ordinary Shares and additional paid-in capital using par value of R$0.0005 per share at a redemption price of R$52.38 per share, including 11,150,000 New PubCo Class A Ordinary Shares issued to PIPE Investors and 5,050,000 New PubCo Class B Ordinary Shares issued in connection with the Ambipar PIPE Financing.

Witt O’Brien’s Financing Adjustments:

(o)

Represents cash proceeds of R$471.4 million borrowed by Emergencia pursuant to the WOB Acquisition. There were minimal direct issuance costs incurred to execute the loan agreement. Interest on the credit facility accrues at 6.36% per annum for purposes of this pro forma financial information.

Redemption Adjustments:

(p)

Reflects the redemption of the maximum number of 1,576,544 HPX Class A Ordinary Shares for R$82.6 million allocated to HPX Class A Ordinary Shares and additional paid-in capital using par value of R$0.0005 per share at a redemption price of R$52.38 per share. This redemption excludes the 600,000 HPX Class A Ordinary Shares subject to Non-Redemption Agreements for R$31.4 million.

Reconciliation of Class A and Class B pro forma shares:

Minimum Redemption	Reference		Shares		Class A Par Value		Class B Par Value
Historical Balance	​	​	​	—	​	—	​	3
Liability to permanent equity	​	(f)	​	2,176,544	​	60	​	—
Issuance of New PubCo Class B Ordinary Shares	​	(i)	​	34,541,990	​	—	​	261,920
Conversion of Class B shares to Class A Shares	​	(j)	​	—	​	—	​	—
RSU compensation	​	(k)	​	20,000	​	1	​	—
Financing adjustments	​	(n)	​	16,200,000	​	306	​	139
Non-redeeming shares	​	​	​	3,807,000	​	—	​	—
Totals	​	​	​	56,745,534	​	367	​	262,062

289

Maximum Redemption	Reference		Shares		Class A Par Value		Class B Par Value
Historical Balance	​	​	​	—	​	—	​	3
Liability to permanent equity	​	(f)	​	2,176,544	​	60	​	—
Issuance of New PubCo Class B Ordinary Shares	​	(i)	​	34,541,990	​	—	​	261,920
Conversion of Class B shares to Class A Shares	​	(j)	​	—	​	—	​	—
RSU compensation	​	(k)	​	20,000	​	1	​	—
Financing adjustments	​	(n)	​	16,200,000	​	306	​	139
Redemption adjustments	​	(p)	​	(1,576,544)	​	—	​	—
Non-redeeming shares	​	​	​	3,807,000	​	—	​	—
Totals	​	​	​	55,168,990	​	367	​	262,062

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Income for the Six Months Ended June 30, 2022 and Unaudited Pro Forma Condensed Combined Statement of Income for the Year Ended December 31, 2021

The adjustments included in the unaudited pro forma condensed combined statements of income for the six-month period ended June 30, 2022 and the year ended December 31, 2021 are as follows (using the average annual translation rate of R$5.0782 into US$1.00 for the six-month period ended June 30, 2022, and of R$5.396 into US$1.00 for the year ended December 31, 2021):

Transaction Accounting Adjustments:

(aa)

Reflects the compensation expense for HPX Restricted Stock Units converted to New PubCo Class A Ordinary Shares upon vesting for the period ended.

RSUs	​	20,000
Reference Price	$	10.00
2021 Average Spot Rate	​	5.3956
RSU Compensation Expense	R$	1,079,112

(bb)

Reflects the IFRS 2 stock-based compensation expenses for the deemed stock exchange listing of New PubCo, which is the difference between the fair value of the equity instruments issued to acquire HPX and the fair value of the identifiable net assets acquired.

​

For six months ended June 30, 2022

For year ended December 31, 2021

​

Scenario 1: Assuming Minimum redemptions

Scenario 2: Assuming Maximum redemptions

Scenario 1: Assuming Minimum redemptions

Scenario 2: Assuming Maximum redemptions

Net Assets of HPX

​

R$

39,395

​

R$

39,395

​

R$

10,546

​

R$

10,546

Effect of redemption of HPX ordinary shares

​

​

—

​

​

(82,579)

​

​

—

​

​

(87,979)

Less: HPX’s transaction costs

​

​

94,284

​

​

94,284

​

​

100,449

​

​

100,449

Adjusted net assets of HPX

​

​

(54,889)

​

​

(137,468)

​

​

(89,903)

​

​

(177,882)

IFRS 2 charge for listing services

​

R$

226,195

​

R$

226,195

​

R$

270,048

​

R$

270,048

(cc)

Reflects the elimination of the interest earned on investments held in the Trust Account. Please note that in order to align with the historical Emergencia statement of income, the HPX interest earned on marketable securities held in the Trust Account was moved to the finance costs caption of the pro forma statement of income. This amount represents Interest income of R$1.7 million for the six months ended June 30, 2022 and R$0.1 million for the year ended December 31, 2021.

290

(dd)

Reflects the adjustment of income attributable to non-controlling interest in Inversiones Disal Emergencia S.A. to income attributable to controlling interest for the year ended December 31, 2021 as if the acquisition had occurred as of January 1, 2021. Refer to pages F-102 and F-103 for the calculation of the Income attributable to non-controlling interests.

(ee)

Represents the recognition of interest expense on the anticipated loan agreement to fund the WOB Acquisition (refer to adjustment (o) above), as if the draw was executed on January 1, 2021, consisting of R$14.5 million of interest expense for the six months ended June 30, 2022 and R$30.9 million for the year ended December 31, 2021, calculated using the anticipated 6.36% rate of interest and the associated recognition of a tax benefit of R$4.9 million for the six months ended June 30, 2022 and R$10.5 million for the year ended December 31, 2021.

Earnings (loss) per share

Net earnings (loss) per share is calculated using the weighted average shares outstanding and the issuance of additional shares of New PubCo in connection with the Business Combination and other related events, assuming the shares were outstanding since January 1, 2021. As the Business Combination is being reflected as if it had occurred as of January 1, 2021, the calculation of weighted average shares outstanding for basic and diluted net earnings (loss) per share assumes the shares issued in connection with the Business Combination have been outstanding for the entire period presented. Under the maximum redemption scenario, 1,576,544 HPX Class A Ordinary Shares assumed to be redeemed by HPX public shareholders are eliminated as of January 1, 2021. This also reflects the redemption of 19,472,483 shares in connection with the Initial Extension and 3,650,973 shares in connection with the Second Extension. Management notes that the below pro forma earnings (loss) per share calculation excludes earn-out shares as they are not considered to be outstanding as of the Business Combination date.

The unaudited pro forma condensed combined financial information has been prepared assuming the minimum redemptions and maximum redemptions scenarios:

​	Six Months ended June 30, 2022
(in thousands of reais, except share data)	Minimum Redemptions(1)			Maximum Redemptions(2)
Pro forma net loss	​	R$	(64,260)	​	R$	(64,260)
Basic and diluted weighted average shares outstanding	​	​	56,745,534	​	​	55,168,990
Pro forma net loss per share – basic and diluted	​	R$	(1.13)	​	R$	(1.16)
Weighted average shares outstanding – basic and diluted(3)	​	​	​	​	​	​
Ambipar(4)	​	​	39,591,990	​	​	39,591,990
HPX public shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(5)	​	​	2,202,944	​	​	626,400
Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(6)(7)(8)(9)	​	​	1,940,000	​	​	1,940,000
PIPE Investors(5)(10)	​	​	13,010,600	​	​	13,010,600
Total	​	​	56,745,534	​	​	55,168,990

(1)

While 25,300,000 HPX Class A Ordinary Shares were subject to possible redemption by HPX’s public shareholders, 19,472,483 HPX Class A Ordinary Shares were redeemed in connection with the Initial Extension and 3,650,973 HPX Class A Ordinary Shares were redeemed in connection with the Second Extension, which resulted in 2,176,544 outstanding HPX Class A Ordinary Shares. This scenario assumes that no additional public shares are redeemed in connection with the Business Combination. This scenario also considers that the Non-Redeeming Shareholders hold 600,000 HPX Class A Ordinary Shares prior to Closing and 626,400 New PubCo Class A Ordinary Shares post-Closing as a result of the additional 26,400 New PubCo Class A Ordinary Shares to be issued to the Non-Redeeming Shareholders in consideration of their commitment not to redeem any HPX Class A Ordinary Shares in connection with the Business Combination pursuant to the Non-Redemption Agreements.

291

(2)

Assumes additional redemptions of 1,576,544 HPX Class A Ordinary Shares in connection with the Business Combination at approximately $10.00 (R$52.38) per share based on the Trust Account figures as of June 30, 2022 (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information, about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168.0 million (R$880.0 million) would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(3)

Outstanding public warrants and private placement warrants are anti-dilutive and are not included in the calculation of diluted net loss per share. HPX currently has 12,650,000 public warrants. Factoring in the Sponsor Recapitalization, there are currently 3,530,000 private placement warrants outstanding. Each New PubCo Warrant entitles the holder to purchase New PubCo Class A Ordinary Share at R$64.18 per share. Subject to the terms of the warrant agreement, these warrants are not exercisable until 30 days after the consummation of a business combination.

(4)

Includes the New PubCo Class B Ordinary Shares issued to Ambipar at Closing pursuant to the Business Combination Agreement as well as 5,050,000 New PubCo Class B Ordinary Shares to be subscribed for and purchased by Ambipar as part of the Ambipar PIPE Financing at a purchase price of $10.00 (R$52.38) per share, pursuant to the Ambipar Subscription Agreement. Excludes the Earn-Out Shares.

(5)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on the unaudited pro forma condensed combined financial information. For more information, about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(6)

Includes 1,860,000 New PubCo Class A Ordinary Shares to be held by the Sponsor and 20,000 New PubCo Class A Ordinary Shares to be held by each of the three Insiders, in each case immediately following the consummation of the Business Combination. Pursuant to the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. This table assumes that the XP Non-Redeeming Shareholder will not receive any such additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(7)

Excludes New PubCo Warrants. For additional information with respect to the dilutive effects of the New PubCo Warrants, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

(8)

Considering the exercise of all New PubCo Warrants, the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) would own (i) 3.8% of New PubCo’s share capital under the minimum redemption scenario, and (ii) 3.9% of New PubCo’s share capital under the maximum redemption scenario.

292

(9)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(10)

Includes PIPE Investors who entered into Subscription Agreements to purchase 11,150,000 New PubCo Class A Ordinary Shares, and an additional 1,860,600 New PubCo Class A Ordinary Shares issued to PIPE Investors pursuant to the Subscription Agreements, which will occur substantially concurrently with the Closing.

​	Year ended December 31, 2021
(in thousands of reais, except share data)	Minimum Redemptions(1)			Maximum Redemptions(2)
Pro forma net profit	​	R$	58,885	​	R$	58,885
Basic and diluted weighted average shares outstanding	​	​	56,745,534	​	​	55,168,990
Pro forma net profit per share – basic and diluted	​	R$	1.04	​	R$	1.07
Weighted average shares outstanding – basic and diluted(3)	​	​	​	​	​	​
Ambipar(4)	​	​	39,591,990	​	​	39,591,990
HPX public shareholders (other than the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia))(5)	​	​	2,202,944	​	​	626,400
Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia)(6)(7)(8)(9)	​	​	1,940,000	​	​	1,940,000
PIPE Investors(5)(10)	​	​	13,010,600	​	​	13,010,600
Total	​	​	56,745,534	​	​	55,168,990

(1)

While 25,300,000 HPX Class A Ordinary Shares were subject to possible redemption by HPX’s public shareholders, 19,472,483 HPX Class A Ordinary Shares were redeemed in connection with the Initial Extension and 3,650,973 HPX Class A Ordinary Shares were redeemed in connection with the Second Extension, which resulted in 2,176,544 outstanding HPX Class A Ordinary Shares. This scenario assumes that no additional public shares are redeemed in connection with the Business Combination. This scenario also considers that the Non-Redeeming Shareholders hold 600,000 HPX Class A Ordinary Shares prior to Closing and 626,400 New PubCo Class A Ordinary Shares post-Closing as a result of the additional 26,400 New PubCo Class A Ordinary Shares to be issued to the Non-Redeeming Shareholders in consideration of their commitment not to redeem any HPX Class A Ordinary Shares in connection with the Business Combination pursuant to the Non-Redemption Agreements.

(2)

Assumes additional redemptions of 1,576,544 HPX Class A Ordinary Shares in connection with the Business Combination at approximately $10.00 (R$55.81) per share based on the Trust Account figures as of December 31, 2021 (being our estimate of the maximum number of public shares that could be redeemed considering that 600,000 public shares are not subject to redemption pursuant to the Non-Redemption Agreements, and assuming that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement). For more information, about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.” Also assumes that, after giving effect to the payments to the redeeming public shareholders in this maximum redemption scenario (and without considering any payment of Business Combination related transaction expenses), a minimum of $168.0 million (R$937.5 million) would be received by New PubCo, in cash or in kind, in satisfaction of the Minimum Available Cash Condition.

(3)

Outstanding public warrants and private placement warrants are anti-dilutive and are not included in the calculation of diluted net loss per share. HPX currently has 12,650,000 public warrants. Factoring in the Sponsor Recapitalization, there are currently 3,530,000 private placement warrants outstanding. Each New PubCo Warrant entitles the holder to purchase New PubCo Class A Ordinary Share at

293

R$64.18 per share. Subject to the terms of the warrant agreement, these warrants are not exercisable until 30 days after the consummation of a business combination.

(4)

Includes the New PubCo Class B Ordinary Shares issued to Ambipar at Closing pursuant to the Business Combination Agreement as well as 5,050,000 New PubCo Class B Ordinary Shares to be subscribed for and purchased by Ambipar as part of the Ambipar PIPE Financing at a purchase price of $10.00 (R$55.81) per share, pursuant to the Ambipar Subscription Agreement. Excludes the Earn-Out Shares.

(5)

This table assumes that Cygnus Fund Icon will exercise the Cygnus Option such that it opts to comply, and complies, with the terms and conditions contained in the Cygnus Non-Redemption Agreement and, therefore, it is considered among “HPX shareholders” and not among “PIPE Investors” in this table. The Cygnus Option will have no relevant economic effect on the unaudited pro forma condensed combined financial information. For more information, about the Cygnus Option, see “Certain Agreements Related to the Business Combination — Non-Redemption Agreements.”

(6)

Includes 1,860,000 New PubCo Class A Ordinary Shares to be held by the Sponsor and 20,000 New PubCo Class A Ordinary Shares to be held by each of the three Insiders, in each case immediately following the consummation of the Business Combination. Pursuant to the XP Non-Redemption Agreement, New PubCo agreed to issue to the XP Non-Redeeming Shareholder, on or promptly following the Closing, one fourth of a New PubCo Warrant and 0.044 New PubCo Class A Ordinary Shares, in each case per HPX Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y) voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date shall, under no circumstances, exceed an aggregate amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. The XP Non-Redeeming Shareholder did not commit not to redeem its HPX Class A Ordinary Shares in connection with the Business Combination and it retained the right to redeem all such shares at its option. This table assumes that the XP Non-Redeeming Shareholder will not receive any such additional New PubCo Warrants or New PubCo Class A Ordinary Shares pursuant to the terms of the XP Non-Redemption Agreement at Closing.

(7)

Excludes New PubCo Warrants. For additional information with respect to the dilutive effects of the New PubCo Warrants, see “Summary of the Proxy Statement/Prospectus — Ownership of New PubCo Upon Completion of the Business Combination.”

(8)

Considering the exercise of all New PubCo Warrants, the Sponsor and its affiliates (consisting of the Insiders and Rafael Grisolia) would own (i) 3.8% of New PubCo’s share capital under the minimum redemption scenario, and (ii) 3.9% of New PubCo’s share capital under the maximum redemption scenario.

(9)

Rafael Grisolia holds 20,000 HPX Restricted Stock Units, which (i) at the First Effective Time and after giving effect to the Sponsor Recapitalization, will be converted into an equal number of restricted stock units that are settled in New PubCo Class A Ordinary Shares, and (ii) pursuant to and subject to the terms and conditions of the Restricted Stock Unit Award Agreement, as amended, shall become vested in full upon HPX’s initial business combination and will be settled in New PubCo Class A Ordinary Shares as soon as practicable following vesting but in no event more than 30 days after vesting.

(10)

Includes PIPE Investors who entered into Subscription Agreements to purchase 11,150,000 New PubCo Class A Ordinary Shares, and an additional 1,860,600 New PubCo Class A Ordinary Shares issued to PIPE Investors pursuant to the Subscription Agreements, which will occur substantially concurrently with the Closing.

2.

U.S. GAAP to IFRS conversion of HPX’s Statement of Financial Position as of June 30, 2022 and Statements of Income for the six months ended June 30, 2022 and the year ended December 31, 2021

HPX’s financial statements have been presented in accordance with U.S. GAAP and are converted to IFRS as follows.

294

HPX’s management notes there were no U.S. GAAP to IFRS differences after analysis of the HPX statement of income, however presentation adjustments were made to reclassify the captions of change in fair value of warrants, and interest earned on marketable securities held in trust account in the historical HPX statement of income to the finance costs caption of the pro forma statement of income. Thus, to align with the historical Emergencia statement of income, an IFRS to U.S. GAAP conversion footnote is not needed.

A conversion of HPX statement of financial position from U.S. dollars to Brazilian reais, and from U.S. GAAP to IFRS is as follows:

As of June 30, 2022

Before conversion (In ‘000 of US$)

Before conversion (In ‘000 of reais)(a)

IFRS conversion

Footnote reference

After conversion (In ‘000 of reais)

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-Current Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Marketable securities held in Trust Account

​

$

253,381

​

R$

1,327,212

​

R$

—

​

​

​

R$

1,327,212

Total Non-Current Assets

​

​

253,381

​

​

1,327,212

​

​

—

​

​

​

​

1,327,212

Current Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Prepaid expenses

​

​

58

​

​

302

​

—

​

​

​

​

302

Cash and cash equivalents

​

​

779

​

​

4,078

​

—

​

​

​

​

4,078

Total Current Assets

​

​

836

​

​

4,380

​

​

—

​

​

​

​

4,380

Total Assets

​

$

254,218

​

R$

1,331,592

​

R$

—

​

​

​

R$

1,331,592

LIABILITIES AND SHAREHOLDERS’ DEFICIT

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Shareholders’ Deficit

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class B ordinary shares, $0.0001 par value (converted equivalent par value being R$0.0005); 50,000,000 shares authorized; 6,305,000 shares issued and outstanding as of June 30, 2022

​

​

1

​

​

3

​

—

​

​

​

​

3

Accumulated deficit

​

​

(14,229)

​

​

(74,532)

​

—

​

​

​

​

(74,532)

Total Shareholders’ Deficit

​

​

(14,229)

​

​

(74,529)

​

​

—

​

​

​

​

(74,529)

Commitments and Contingencies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A ordinary shares subject to possible redemption, 25,300,000 shares at redemption value as of June 30, 2022

​

​

253,381

​

​

1,327,212

​

​

(1,327,212)

​

b

​

—

Non-Current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans and borrowings

​

​

—

​

​

—

​

​

1,327,212

​

b

​

​

1,327,212

Deferred legal fees

​

​

3,092

​

​

16,198

​

—

​

​

​

​

16,198

Warrant liabilities

​

​

1,575

​

​

8,249

​

—

​

​

​

​

8,249

Deferred underwriting fee payable

​

​

8,855

​

​

46,382

​

—

​

​

​

​

46,382

Total Non-Current Liabilities

​

​

13,522

​

​

70,829

​

​

1,327,212

​

​

​

​

1,398,041

Current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Promissory note – related party

​

​

700

​

​

3,667

​

—

​

​

​

​

3,667

Accounts payable and accrued expenses

​

​

682

​

​

3,576

​

—

​

​

​

​

3,576

Accrued offering costs

​

​

160

​

​

837

​

—

​

​

​

​

837

Total Current liabilities

​

​

1,542

​

​

8,080

​

​

—

​

​

​

​

8,080

Total Liabilities

​

​

15,065

​

​

78,909

​

​

1,327,212

​

​

​

​

1,406,121

295

As of June 30, 2022

Before conversion (In ‘000 of US$)

Before conversion (In ‘000 of reais)(a)

IFRS conversion

Footnote reference

After conversion (In ‘000 of reais)

Total Liabilities and Shareholders’ Deficit

​

$

254,218

​

R$

1,331,592

​

R$

—

​

​

R$

1,331,592

For the six months ended of June 30, 2022

Before conversion (In ‘000 of US$)

Before conversion (In ‘000 of reais)(aa)

IFRS conversion

Footnote reference

After conversion (In ‘000 of reais)

Operating and formation costs

​

$

3,732

​

R$

18,952

​

R$

—

​

​

​

R$

18,952

Loss from operations

​

​

(3,732)

​

​

(18,952)

​

​

—

​

​

​

​

(18,952)

Other income (expense):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance income

​

​

—

​

​

—

​

​

47,359

​

bb

​

​

47,359

Change in fair value of warrant liabilities

​

​

8,982

​

​

45,612

​

​

(45,612)

​

bb

​

​

—

Interest earned on marketable securities held in Trust Account

​

​

344

​

​

1,747

​

​

(1,747)

​

bb

​

​

—

Net income (loss)

​

$

5,594

​

R$

28,407

​

R$

—

​

​

​

R$

28,407

For the twelve months ended of December 31, 2021

Before conversion (In ‘000 of US$)

Before conversion (In ‘000 of reais)(aa)

IFRS conversion

Footnote reference

After conversion (In ‘000 of reais)

Operating and formation costs

​

$

1,164

​

R$

6,279

​

R$

—

​

​

​

R$

6,279

Gross profit

​

​

(1,164)

​

​

(6,279)

​

​

—

​

​

​

​

(6,279)

Other income (expense):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance income

​

​

—

​

​

—

​

​

56,969

​

bb

​

​

56,969

Change in fair value of warrant liabilities

​

​

10,533

​

​

56,832

​

​

(56,832)

​

bb

​

​

—

Interest earned on marketable securities held in Trust Account

​

​

25

​

​

137

​

​

(137)

​

bb

​

​

—

Net income (loss)

​

$

9,395

​

R$

50,690

​

R$

—

​

​

​

R$

50,690

References — IFRS Adjustments and Reclassifications

The historical financial information of HPX has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited condensed combined pro forma financial information.

(a)

The historical financial information of HPX was prepared in accordance with U.S. GAAP and presented in U.S. dollars. The historical financial information was translated from U.S. dollars to Brazilian reais using the historical closing exchange rate, as of June 30, 2022, of $1.00 to R$5.238.

(b)

Reflects the U.S. GAAP to IFRS conversion adjustment related to the reclassification of HPX’s historical mezzanine equity (HPX Class A Ordinary Shares subject to possible redemption) into Non-Current Liabilities (Loans and borrowings).

The historical statements of income of HPX have been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited condensed combined pro forma financial information.

(aa)

The historical financial information of HPX was prepared in accordance with U.S. GAAP and presented in U.S. dollars. The historical financial information was translated from U.S. dollars to

296

reais using the average exchange rate of $1.00 to R$5.078 for the six months ended June 30, 2022 and $1.00 to R$5.396 for the twelve months ended December 31, 2021.

(bb)

Reflects the U.S. GAAP to IFRS conversion adjustment for reclassification of the change in fair value of warrant liabilities and Interest earned on marketable securities held in Trust Account to Finance income.

3.

Acquisition of non-controlling interest

On June 28, 2021, Emergencia acquired Inversiones Disal Emergencias S.A (“Inversiones”) wherein the non-controlling interest component of the business was acquired by Emergencia. Inversiones is the holding company that owns 50% of Suatrans Chile. Until June 2021, Suatrans Chile was 100% consolidated with Inversiones and 50% was being disclosed as non-controlling interest by Inversiones. As Inversiones got acquired by Emergencia, Emergencia formally owned, directly and indirectly, 100% of Suatrans Chile from June 28, 2021. As a result, the non-controlling interest held by Inversiones in Suatrans Chile for the period from January 2021 to June 2021 of R$3.6 million will require an adjustment to be made to the pro forma statement of income as per Regulation S-X. Refer to adjustment (dd) for this adjustment. As the pro forma statement of financial position assumes the transaction occurred as of June 30, 2022, this acquisition is already included in the statement of financial position of Emergencia, and, therefore, no pro forma adjustment is required.

4.

U.S. GAAP to IFRS conversion of Witt O’Brien’s Statement of Financial Position as of June 30, 2022 and Statements of Income for the six months ended June 30, 2022 and the year ended December 31, 2021

Witt O’Brien’s financial statements have been presented in accordance with U.S. GAAP and are converted to IFRS as follows.

A conversion of Witt O’Brien’s statement of financial position and statements of income from U.S. GAAP to IFRS is as follows:

​

Successor

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Assets

Total before presentation alignment & conversion (In ‘000 of US$)

Total before presentation alignment & conversion (In ‘000 of reais)

Presentation Alignment

Total before conversion (In ‘000 of reais)

​

IFRS conversion

​

After conversion (In ‘000 of reais)

Current Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

$

1,727

​

R$

9,046

​

R$

—

​

R$

9,046

​

​

R$

—

​

​

R$

9,046

Receivables

​

​

—

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

​

—

Trade, net of allowance for doubtful accounts of $5,515 and $5,641 in 2022 and 2021, respectively

​

​

115,483

​

​

604,900

​

​

(604,900)

​

​

—

​

​

​

—

​

​

​

—

Other

​

​

466

​

​

2,441

​

​

(2,441)

​

​

—

​

​

​

—

​

​

​

—

Trade and other receivables

​

​

—

​

​

—

​

​

607,341

​

​

607,341

​

​

​

(2,441)

(b)

​

​

604,901

Prepaid expenses

​

​

443

​

​

2,320

​

​

—

​

​

2,320

̴