UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39382

HPX Corp.*

(Exact name of registrant as specified in its charter)


Cayman Islands	98-1550444
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1000 N. West Street, Suite 1200 Wilmington, DE	19801 (Zip Code)
(Address of Principal Executive Offices)

(302) 295-4929

(Registrant’s telephone number, including area code)

Not applicable

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

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

None.**


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

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

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

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

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


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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The ~~Registrant~~registrant’s Class A ordinary shares, par value $0.0001 per share, began trading on the New York Stock Exchange separately from its Units on September 8, 2020. The aggregate market value of the ~~Registrant~~registrant’s Class A ordinary shares outstanding held by non-affiliates of the ~~Registrant~~registrant, computed as of June 30, ~~2021~~2022 (the last business day of the ~~Registrants~~registrant’s most recently completed second fiscal quarter) was approximately $~~249~~252,~~205~~494,000.

As of ~~April~~December 1431, 2022, there were 252,~~300~~176,~~000~~544 Class A ordinary shares, $0.0001 par value per share, and 6,~~305~~325,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

*On March 3, 2023, the registrant merged into Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (the “AMBI”) with AMBI as the surviving entity.

**Removed from listing and registration under Section 12(b) of the Exchange Act pursuant to the Form 25 filed by the NYSE American on March 3, 2023 and Form 15 filed by the registrant on March 16, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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Explanatory Note

References in this Annual Report to “we,” “us,” “our” or the “Company” are to HPX Corp., a blank check company incorporated as a Cayman Islands exempted company. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to HPX Capital Partners LLC, a Delaware limited liability company. References to our “initial shareholders” refer to our Sponsor and each of our independent directors.

On March 3, 2023 (the “Closing Date”), the Company consummated the previously announced business combination (the “Closing”) pursuant to the Business Combination Agreement, dated as of July 5, 2022 (the “Business Combination Agreement”), by and among the Company, Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“AMBI”), Ambipar Merger Sub, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of AMBI (“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”). As a result of the Business Combination, the Company merged with and into AMBI, with AMBI as the surviving entity.

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HPX Corp.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, ~~2021~~2022

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PART I.		1
Item 1.	Business.	1
Item 1.A.	Risk Factors.	54
Item 1.B.	Unresolved Staff Comments.	394
Item 2.	Properties.	394
Item 3.	Legal Proceedings.	394
Item 4.	Mine Safety Disclosures.	394
PART II.		40
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	40
Item 6.	[Reserved].	41
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	41
Item 7.A.	Quantitative and Qualitative Disclosures About Market Risk.	45
Item 8.	Financial Statements and Supplementary Data.	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	45
Item 9.A.	Controls and Procedures.	45
Item 9.B.	Other Information.	46
Item 9.C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.	45

PART III.		47
PART II.		5
Item 10.	Directors, Executive Officers and Corporate Governance.	47
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	5
Item 11.	Executive Compensation.	55
Item 6.	[Reserved.]	5
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.	55
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 13.	Certain Relationships And Related Party Transactions.	57
Item 7.A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 14.	Principal Accountant Fees and Services.	59
Item 8.	Financial Statements and Supplementary Data	9
PART IV.		59
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 15.	Exhibits and Financial Statement Schedules.	59
Item 9.A.	Controls and Procedures	9
Item 16.	Form 10-K Summary.	61
Item 9.B.	Other Information	11
Item 9.C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	11

PART III.		11
Item 10.	Directors, Executive Officers and Corporate Governance	11
Item 11.	Executive Compensation	16
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	16
Item 13.	Certain Relationships And Related Party Transactions	17
Item 14.	Principal Accountant Fees and Services	21

PART IV.		22
Item 15.	Exhibits, Financial Statement Schedules	22
Item 16.	Form 10-K Summary	23

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND RISK FACTOR SUMMARY

This Annual Report contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” ” will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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, the following risks, uncertainties and other factors:

●

our being a company with no operating history and no operating revenues;

● our ~~ability~~expectations toaround ~~select~~the anperformance ~~appropriate~~of the target business ~~or businesses~~;

● our ~~ability~~success toin ~~complete~~retaining or recruiting, or changes required in, our ~~initial~~officers, key employees or directors following the Business Combination;

● our expectations around the performance of a prospective target business or businesses;

● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

●

our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination;

● our potential ability to obtain additional financing to complete our initial Business Combination;

● our pool of prospective target businesses and the Brazilian economy;

● our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases);

● the ability of our directors and officers to generate a number of potential business combination opportunities;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

●

the Trust Account not being subject to claims of third parties;

● our financial performance; and

● ~~our~~the ~~independent~~other ~~registered~~risk ~~public~~and ~~accounting~~uncertainties ~~firm’s~~discussed ~~report~~elsewhere ~~contains~~in anthis ~~explanatory~~Annual ~~paragraph~~Report ~~that~~and ~~expresses~~in ~~substantial doubt about~~ our ~~ability~~other tofilings ~~continue~~with asthe aSecurities ~~“going~~and ~~concern,”~~Exchange ~~since~~Commission ~~we will cease all operations except for~~ (the ~~purpose of liquidating if we are unable to complete an initial business combination by July 20, 2022;~~“SEC”).

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● our ability to maintain sufficient liquidity to continue operating, including our ability to raise additional capital and take measures to conserve liquidity; and

● the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report and in our other filings with the Securities and Exchange Commission (the “SEC”).

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I.

Item 1. Business.

Overview

WeAs ~~are~~of aDecember ~~newly~~31, ~~incorporated~~2022, we were a blank check company incorporated as a Cayman Islands exempted company on March 20, 2020. We were formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (a “Business Combination”).

We will seek to capitalize on the more than 65 years of combined experience of our founders Bernardo Hees, Carlos Piani and Rodrigo Xavier. Our founders have known and had a business relationship with one another for over 16 years. We believe our founders’ distinctive and complementary backgrounds can have a transformative impact on a target business or businesses. We expect our management team to deploy a proactive, thematic sourcing strategy and focus our efforts on companies where we believe the combination of our founders’ operating experience, deal-making track record, professional relationships and capital markets expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for an attractive return to our shareholders.

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

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,060,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a Private Placement to the Sponsor (the “Private Placement”), generating gross proceeds of $7,060,000.

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

~~Our~~As ~~management~~of ~~has~~December ~~broad~~31, ~~discretion~~2022, ~~with~~our ~~respect~~Class toA ~~the~~common ~~specific~~stock, ~~application~~warrants ofand ~~the~~units ~~net~~traded ~~proceeds~~on of the ~~Initial~~NYSE ~~Public~~American ~~Offering~~LLC ~~and~~(“NYSE ~~the~~American”) ~~sale~~under of the ~~Private~~symbols ~~Placement Warrants~~“HPX,” ~~although~~“HPX.WS” ~~substantially~~and ~~all~~“HPX.U,” ofrespectively. ~~the~~Our ~~net~~units ~~proceeds~~commenced ~~are~~public ~~intended~~trading toon beJuly ~~applied~~16, ~~generally~~2020 ~~toward~~and ~~consummating~~our aClass ~~Business~~A ~~Combination.~~common ~~The~~stock ~~New~~and ~~York~~warrants ~~Stock~~commenced ~~Exchange~~separate ~~rules require~~public ~~that~~trading ~~the~~on ~~Business~~September ~~Combination~~5, ~~must~~2020. beOn ~~with~~March ~~one~~3, or2023, ~~more~~the ~~operating~~NYSE ~~businesses~~American orfiled ~~assets with~~ a ~~fair~~Form ~~market~~25 ~~value~~(Notification ~~equal to at least 80%~~ of ~~the~~Removal ~~net~~from ~~assets~~Listing) ~~held~~with in the ~~Trust~~SEC ~~Account~~relating ~~(net of amounts disbursed~~ to ~~management for working capital purposes, if permitted, and excluding~~ the ~~amount~~delisting of ~~any~~our ~~deferred~~units, ~~underwriting~~Class ~~discount~~A ~~held~~common instock ~~trust)~~and warrants. WeAs ~~will only complete~~ a ~~Business~~result, ~~Combination~~our ifunits, ~~the~~Class ~~post-Business~~A ~~Combination~~common ~~company~~stock ~~owns or acquires 50% or more of the issued~~ and ~~outstanding~~warrants ~~voting~~are ~~securities~~no oflonger ~~the~~listed ~~target~~on ~~or otherwise acquires a controlling interest in~~ the ~~target~~NYSE ~~business sufficient for it not to be required to register as an investment company under the Investment Company Act~~American.

Combination Period Extensions

As previously reported in the Company’s current report on Form 8-K filed with the SEC on July 14, 2022, on July 14, 2022, in connection with its Extraordinary General Meeting held on July 14, 2022 (the “Extraordinary General Meeting”), the Company’s shareholders approved: (1) a special resolution to amend the Amended and Restated Memorandum and Articles of Association of the Company (the “Extension Amendment”) to extend the date by which the Company must (a) consummate a Business Combination, (b) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (c) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s Initial Public Offering from July 20, 2022 to November 20, 2022; and (2) the proposal to extend the date on which Continental Stock Transfer & Trust Company (the “Trustee”) must liquidate the trust account established in connection with the Company’s Initial Public Offering if the Company has not completed its initial Business Combination from July 20, 2022 to November 20, 2022 (the “Trust Amendment” and, together with the Extension Amendment, the “Initial Extension”).

On November 3, 2022, in connection with the Extraordinary General Meeting, the Company’s shareholders approved an additional extension of the Combination Period from November 20, 2022 to March 31, 2023 (the “Additional Extension”).

For further information, please see the Company’s current report on Form 8-K as filed with the SEC on July 14, 2022, the Company’s current report on Form 8-K as filed with the SEC on November 4, 2022, and Notes 1 and 10 of the financial statements included in this Annual Report.

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WeDownside ~~intend~~Protection to effectuate a Business Combination using the proceeds from the Initial Public Offering and Private Placement, and from additional issuances of, if any, our share capital and our debt, or a combination of cash, shares and debt. We have not engaged in, and we will not engage in, any operations until we complete a Business Combination, and we have not generated any operating revenue to date. We will not generate any operating revenues until after completion of our initial Business Combination, at the earliest. Our entire activity since inception through December 31, 2021 related to our formation, the preparation for the Initial Public Offering, and following the closing of the Initial Public Offering, the search for a prospective initial Business Combination. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash.Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, certain PIPE investors (“PIPE Investors”) entered into a share subscription agreement (“Subscription Agreement”) with the Company and AMBI, pursuant to which the PIPE Investors have committed to subscribe to AMBI Class A ordinary shares at the closing of the Business Combination.

WeIn ~~will~~addition, ~~provide~~ the ~~holders~~Sponsor ofhas ~~the~~signed ~~Public~~a ~~Shares~~Downside ~~(the~~Protection ~~“Public~~Agreement ~~Shareholders~~(“DPA”) with the ~~opportunity~~PIPE toInvestors ~~redeem~~and ~~all or a portion of their Public Shares upon~~ the ~~completion~~Non-Redeeming ~~of the Business Combination~~Shareholders, ~~either~~pursuant ~~(i) in connection with a shareholder meeting called~~ to ~~approve~~which ~~the~~these ~~Business~~investors ~~Combination~~are orprovided ~~(ii) by~~with ~~means~~certain ofdownside aprotection ~~tender~~rights ~~offer.~~subsequent ~~The decision as~~ to ~~whether~~the weclosing ~~will~~date ~~seek shareholder approval~~ of athe Business Combination ~~or conduct a tender offer will be made by us, solely in our discretion~~Agreement. ~~The~~Subject ~~Public Shareholders will be entitled~~ to ~~redeem~~the ~~their~~terms ~~shares~~and ~~for~~conditions ~~a pro rata portion~~ of the ~~amount~~DPA, ~~held~~including in the ~~Trust~~investment ~~Account~~return ~~(initially~~on ~~$10.00~~a ~~per~~30-month ~~share)~~period, ~~as of two business days prior to~~ the ~~completion~~investors ofmay ~~a Business Combination~~receive, ~~including~~on ~~any~~a pro -rata ~~interest~~basis, ~~earned~~an onaggregate ~~the~~of ~~funds~~up ~~held in the Trust Account and not previously released~~ to us1,050,000 toAMBI ~~pay~~Class ~~its~~A ~~tax~~ordinary ~~obligations. The per-share amount to be distributed to the Public Shareholders who redeem their~~ shares ~~will~~directly ~~not~~from ~~be reduced by~~ the ~~deferred~~Sponsor ~~underwriting~~(see ~~commissions~~Note we2 ~~will~~and ~~pay~~Note ~~to the underwriter~~9).

Shareholder Non-Redemption Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, certain shareholders of the Company, owning, in the aggregate, 600,000 Class A ordinary shares (each, a “Non-Redeeming Shareholder”), have entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with the Company and AMBI, under which, among other things, such Non-Redeeming Shareholders have agreed, in consideration of (i) an aggregate of 26,400 additional AMBI Class A Ordinary Shares and (ii) 150,000 AMBI Warrants, in each case to be issued by AMBI to such Non-Redeeming Shareholders on or promptly following the Closing, to vote in favor of transactions contemplated in the Business Combination Agreement for which the approval of such shareholders is required and agreed not to redeem or exercise any right to redeem any Class A ordinary shares of the Company that such shareholders hold of record or beneficially. Concurrently with the execution of the Non-Redemption Agreements, Trend HPX SPAC FIA IE, represented by its investment manager XP Allocation Asset Management Ltda. (“XP”), owning 1,297,400 Class A ordinary shares of the Company, has entered into a certain non-redemption agreement with the Company and AMBI (the “XP Non-Redemption Agreement”), pursuant to which, among other things, XP will be entitled to (i) an aggregate of 57,086 additional AMBI Class A Ordinary Shares and (ii) 324,350 AMBI Warrants, in each case to be issued by AMBI to XP on or promptly following the Closing, in the event XP does not redeem the SPAC Shares of which it is the record and beneficial owner in connection with any Extension sought on or prior to July 15, 2022. The Company and the Sponsor are named third-party beneficiaries under the Shareholder Non-Redemption Agreements. In the event that the Business Combination Agreement is not consummated, and the Company does not complete a business combination before March 31, 2023, the Non-Redemption Agreement will no longer apply.

Redemptions of Class A Ordinary Shares

As previously reported in the Company’s current report on Form 8-K filed with the SEC on July 14, 2022, on July 14, 2022, in connection with the vote to approve the Combination Period Extension, the holders of 19,472,483 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, which included approximately $0.4 million of Trust Account earnings, leaving approximately $58.4 million in the Trust Account. As of December 31, 2022, the Company had 2,176,544 of Class A ordinary shares subject to possible redemption, with a redemption value of $21,905,597.

On November 3, 2022, in connection with the vote to approve the Additional Extension, the holders of 3,650,973 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 $36.7 million, which included approximately $0.2 million of Trust Account earnings, leaving approximately $21.9 million in the Trust Account. As of December 31, 2022, the redemption amount is not required to be classified as a liability as the event occurred subsequent to that date. As of December 31, 2022, there were 2,176,544 Class A ordinary shares outstanding.

WeFor ~~will~~further ~~have until July 20~~information, ~~2022~~please tosee ~~consummate a Business Combination (~~the ~~“Combination~~Company’s ~~Period”).~~current ~~However,~~report ifon weForm ~~have~~8-K ~~not completed a Business Combination within the Combination Period,~~ as ~~may~~filed bewith ~~extended from time to time by us as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (~~the ~~“Extension~~SEC ~~Period”),~~on weJuly ~~will (i) cease all operations except for the purpose of winding up~~14, ~~(ii) as promptly as reasonably possible but not more than ten business days thereafter~~2022, ~~redeem~~ the ~~Public~~Company’s ~~Shares,~~current atreport ~~a per-share price, payable in cash, equal to the aggregate amount then~~ on ~~deposit~~Form ~~in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of the then~~8-~~outstanding~~K ~~Public Shares, which redemption will completely extinguish the rights of the Public Shareholders~~ as ~~shareholders~~filed ~~(including~~with the ~~right~~SEC toon ~~receive~~November ~~further liquidation distributions~~4, ~~if any)~~2022, ~~subject to applicable law,~~ and ~~(iii) as~~Note ~~promptly~~10 ~~as reasonably possible following such redemption, subject to the approval~~ of ~~our~~these ~~remaining~~notes ~~Public Shareholders and our board of directors, liquidate and dissolve, subject in each case~~ to ~~our obligations under Cayman Islands law to provide for claims of creditors and~~ the ~~requirements~~financial ofstatements ~~other~~on ~~applicable~~this ~~law~~Annual Report.

Transfer of Listing to the NYSE American LLC

~~Effecting~~On October 24, 2022, the Company issued a ~~Business~~press ~~Combination~~release and filed a current report on Form 8-K announcing the voluntary transfer of its securities from NYSE to NYSE American LLC. On October 27, 2022, the transfer of the securities became effective.

Business Strategy

We believe that there is an opportunity to take advantage of the new economic environment in Brazil, and leverage our founders’ experiences and skills, unique industry experience, and broad and deep relationship network to access a broad spectrum of differentiated opportunities. Our business strategy is 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, such as consumer goods and restaurants, 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 from our management team’s experience in operating in global markets.

We believe our management team has significant experience:

● investing in, managing and operating companies across many industries, such as consumer goods, restaurants and infrastructure-related industries;

● attracting, selecting and retaining high-performing management teams with proven track records;

● developing and executing strategic and business plans to deliver value creation and operational efficiencies, enhancing the competitive position of companies;

● expanding companies and brands into global markets, through the development and adaptation of products and services to foreign markets and creation of required global support functions;

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Additional Loan Under the Terms of the Working Capital Note

On November 30, 2022, and January 17, 2023, under the terms of the Working Capital Note, the Sponsor loaned to the Company an additional aggregate of $205,000 and $410,000 respectively, for working capital purposes, bringing the total aggregate principal amount loaned under the terms of the Working Capital Note to $1,315,000. The outstanding amounts were substantially forgiven, and the balance repaid, on the Closing Date. See “Item 13. Certain Relationships And Related Party Transactions— Debt Forgiveness Agreement.”

Ambipar Emergency Response Business Combination

On the Closing Date, the Company consummated the previously announced business combination pursuant to the Business Combination Agreement, by and among the Company, AMBI, Merger Sub, Emergencia, and Ambipar.

Pursuant to the Business Combination Agreement, one business day before the Closing Date, Ambipar contributed all of the issued and outstanding equity of Emergencia into Merger Sub in exchange for the newly issued ordinary shares of Merger Sub (the “Merger Sub Ordinary Shares”). On the Closing Date, (i) the Company merged with and into AMBI, with AMBI as the surviving entity (the “First Merger” and the effective time of the First Merger, the “First Effective Time”) and (ii) immediately following the First Merger, Merger Sub merged with and into AMBI, with AMBI as the surviving entity and holding all of the issued and outstanding equity of Emergencia (the “Second Merger” and the effective time of the Second Merger, the “Second Effective Time”; the Second Merger together with the First Merger, the “Mergers;” and the Mergers, collectively with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

As part of the Business Combination, at the First Effective Time: (i) each issued and outstanding Class A Ordinary Share, was canceled and converted into the right to receive one Class A ordinary share, par value $0.0001 per share, of AMBI (the “AMBI Class A Ordinary Shares”); (ii) each issued and outstanding whole warrant to purchase the Class A Ordinary Shares was converted into one warrant to purchase one AMBI Class A Ordinary Share at an exercise price of $11.50 per share (the “Warrants”), subject to the same terms and conditions existing prior to such conversion, and (iii) each outstanding and unvested restricted stock unit in respect of Class A Ordinary Shares was converted into a restricted stock unit settled in AMBI Class A Ordinary Shares, subject to the same terms and conditions as were applicable to such restricted stock units of the Company as of immediately prior to the First Effective Time.

Additionally, at the Second Effective Time, each issued and outstanding Merger Sub Ordinary Share was cancelled and converted into the right to receive the applicable portion of the merger consideration comprised of Class B ordinary shares of AMBI, par value $0.0001 per share, which carry voting rights in the form of 10 votes per share of AMBI (the “AMBI Class B Ordinary Shares” and, together with AMBI Class A Ordinary Shares, the “AMBI Ordinary Shares”), as determined in accordance with the per share consideration set forth in the Business Combination Agreement; provided that the number of AMBI Class B Ordinary Shares issued to Ambipar was adjusted downwards by $3,572,446, which is the amount corresponding, at one share for every $10.00, to the transaction expenses incurred by Emergencia in excess of $9,500,000 not reimbursed by Ambipar pursuant to the terms of the Business Combination Agreement.

The Business Combination was unanimously approved by the Company’s board of directors and was approved at the extraordinary general meeting of the Company’s shareholders held on February 28, 2023 (the “Extraordinary General Meeting”).

On March 3, 2023, the NYSE American filed a Form 25 (Notification of Removal from Listing) with the SEC relating to the delisting of our units, Class A common stock and warrants. As a result, our units, Class A common stock and warrants are no longer listed on the NYSE American. On March 16, 2023, we filed a Form 15 certifying the deregistration of our units, warrants and Class A common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspension of our duty to file reports under Sections 13 and 15(d) of the Exchange Act. The Company’s reporting obligations under Section 15(d) of the Exchange Act have been suspended.

Human Capital

●As ~~implementing~~of anDecember ~~optimized~~31, ~~capital~~2022, ~~structure~~we ~~that~~had ~~enables~~one ~~companies~~officer and no full-time employees. Our officer is not obligated to ~~achieve~~devote ~~their~~any ~~next~~specific ~~phase~~number of ~~growth;~~hours to our matters and devoted only as much time as our officer deemed necessary to our affairs. We expect our officer to devote such amount of time as he reasonably believes is necessary to our business.

● accessing the capital markets across various business cycles, including local and international capital sources;

● managing public company governance, with our founders having served in key roles on numerous public company boards, both internationally and in Brazil; and

● operating and growing Brazilian businesses throughout changing macroeconomic, legal, tax and regulatory environments.

We believe that our management team is well-positioned to identify attractive Business Combination opportunities with a compelling industry backdrop and an opportunity for strong growth. We plan to leverage our management team’s networks of potential transaction sources where we believe our management team’s industry relationships, knowledge and experience could positively impact existing businesses or assets. Each member of our management team has developed, over the course of his individual career, a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities. We plan to leverage relationships with management teams of public and private companies, investment professionals at private equity firms and other financial sponsors, owners of private businesses, government bodies, investment bankers, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of Business Combination opportunities.

Initial Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial Business Combination with a target business that does not meet these criteria and guidelines. We intend to focus on target businesses that we believe:

● are leading players or high-quality assets within the Brazilian economy;

● are fundamentally sound with historically consistent operational performance and free cash flow generation but are underperforming their potential;

● exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace;

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

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

● 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;

● 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

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

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial Business Combination, which would be in the form of proxy solicitation or tender offer materials that we would file with the SEC.

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Acquisition Process

Each of our directors and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a Business Combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such Business Combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue Business Combination opportunities or complete our initial Business Combination.

Initial Business Combination

The rules of the New York Stock Exchange (“NYSE”) require that our initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial Business Combination, although there is no assurance that will be the case.

We anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding share capital, shares or other equity securities of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net assets test.

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Competition

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for Business Combination targets has increased compared to recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing Business Combinations. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial Business Combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

Human Capital

We currently have one officer and do not intend to have any full-time employees prior to the completion of our initial Business Combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial Business Combination and the current stage of the Business Combination process.

Item 1.A. Risk Factors.

AnAs ~~investment in our securities involves~~ a ~~high~~smaller ~~degree~~reporting ofcompany, ~~risk.~~we ~~You~~are ~~should~~not ~~consider~~required ~~carefully~~to ~~all~~include ofrisk ~~the~~factors ~~risks described below, together with the other information contained~~ in this Annual Report~~, before making a decision to invest in our securities~~. IfAs ~~any~~ of the ~~following~~date ~~events~~of ~~occur,~~this ~~our business~~document, ~~financial~~there ~~condition~~have ~~and~~been ~~operating~~no ~~results~~material ~~may~~changes beto ~~materially~~the ~~adversely~~risk ~~affected.~~factors Indisclosed ~~that~~in ~~event,~~(i) ~~the trading price of~~ our ~~securities~~Annual ~~could~~Report ~~decline,~~on ~~and~~Form ~~you~~10-K ~~could~~for ~~lose~~the ~~all~~year orended ~~part~~December of31, ~~your~~2021 ~~investment.~~as ~~The~~filed ~~risks~~with ~~and~~the ~~uncertainties~~SEC ~~described~~on ~~below~~April ~~are~~14, ~~not~~2022, ~~the~~and ~~only~~(ii) ~~ones~~our wefinal ~~face.~~proxy ~~Additional~~statement ~~risks~~with ~~and~~respect ~~uncertainties~~to ~~that~~our wespecial ~~are~~meeting ~~unaware~~ of, orshareholders ~~that~~to weapprove ~~currently~~the ~~believe~~Business ~~are~~Combination ~~not~~Agreement ~~material,~~filed ~~may~~with ~~also~~the ~~become~~SEC ~~important~~on ~~factors~~March ~~that adversely affect our business~~2, ~~financial condition and operating results~~2023.

Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination

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 December 31, 2021, we had $549,792 in cash in our operating bank accounts and working capital deficit of $66,581. Further, we have incurred, and expect to continue to incur, significant costs in pursuit of our acquisition plans. If the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by July 20, 2022, then the Company 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 Company’s ability to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension, however, it is uncertain whether the Company will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 20, 2022.

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If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through the liquidation date of July 20, 2022. If the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by the close of business on July 20, 2022, then the Company will cease all operations except for the purpose of liquidating. This date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

Our Public Shareholders may not be afforded an opportunity to vote on our proposed Business Combination, which means we may complete our initial Business Combination even though a majority of our Public Shareholders do not support such a combination.

We may not hold a shareholder vote to approve our initial Business Combination unless the Business Combination would require shareholder approval under applicable law or stock exchange rules or if we decide to hold a shareholder vote for business or other reasons. For instance, the rules of the NYSE currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any Business Combination. Therefore, if we were structuring a Business Combination that required us to issue more than 20% of our issued and outstanding shares, we would seek shareholder approval of such Business Combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may consummate our initial Business Combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the Business Combination we consummate.

If we seek shareholder approval of our initial Business Combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial Business Combination, regardless of how our Public Shareholders vote.

Unlike many other blank check companies in which the initial shareholders agree to vote their Founder Shares (as defined below) in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial Business Combination, our initial shareholders, directors and officers have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their Founder Shares and any Public Shares held by them in favor of our initial Business Combination. As a result, in addition to our initial shareholders’ Founder Shares, we would need 9,487,501, or 37.5% (assuming all issued and outstanding shares are voted), or 1,581,251, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 25,300,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have such initial Business Combination approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to Public Shares acquired by them, if any. We expect that our initial shareholders and their permitted transferees will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their Founder Shares in accordance with the majority of the votes cast by our Public Shareholders.

Your only opportunity to affect the investment decision regarding a potential Business Combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such Business Combination.

Since our board of directors may complete a Business Combination without seeking shareholder approval, Public Shareholders may not have the right or opportunity to vote on the Business Combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding a potential Business Combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our Public Shareholders in which we describe our initial Business Combination.

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The ability of our Public Shareholders to redeem their shares for cash may make our financial condition unattractive to potential Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target.

We may seek to enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many Public Shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a Business Combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial Business Combination. If we are able to consummate an initial Business Combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Business Combination and may instead search for an alternate Business Combination (including, potentially, with the same target). Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable Business Combination or optimize our capital structure.

At the time we enter into an agreement for our initial Business Combination, we will not know how many shareholders may exercise their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is 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 or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Business Combination available to us or optimize our capital structure.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If our initial Business Combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial Business Combination would be unsuccessful increases. If our initial Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our initial Business Combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete our initial Business Combination with that particular target business, we may be unable to complete our initial Business Combination with any target business. This risk will increase as we get closer to the end of the 24-month period. In addition, we may have limited time to conduct due diligence and may enter into our initial Business Combination on terms that we would have rejected upon a more comprehensive

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investigation. In July 2021, the SEC charged a special purpose acquisition company for misleading disclosures, which could have been corrected with more adequate due diligence, and obtained substantial relief against the special purpose acquisition company and its Sponsor. Although we will invest in due diligence efforts and commit management time and resources to such efforts, there can be no assurance that our due diligence will unveil all potential issues with a target business and that we or our Sponsor will not become subject to regulatory actions related to such efforts.

We may not be able to complete our initial Business Combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our Sponsor, directors and officers have agreed that we must complete our initial Business Combination within 24 months from the closing of the Initial Public Offering. We may not be able to find a suitable target business and complete our initial Business Combination within such time period. Our ability to complete our initial Business Combination may be negatively impacted by general market conditions, volatility in the equity and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters, global hostilities, or a significant outbreak of infectious diseases. For example, the coronavirus (“COVID-19”) pandemic continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.

If we have not completed our initial Business Combination within such time period or during any Extension Period, we will: (1) cease all operations except for the purpose of winding up; (2) 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “- 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” and other risk factors herein.

Our search for a Business Combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the coronavirus (“COVID-19”) pandemic and other events and the status of debt and equity markets.

The COVID-19 pandemic has adversely affected, and other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a Business Combination could be, or may already have been, materially and adversely affected. Furthermore, we may be unable to complete a Business Combination if concerns relating to COVID-19 or other events restrict travel or limit the ability to have meetings with potential investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to COVID-19 and its variants and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases) continue for a prolonged period of time, our ability to consummate a Business Combination, or the operations of a target business with which we ultimately consummate a Business Combination, may be materially adversely affected.

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In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Finally, the COVID-19 pandemic or other events (such as terrorist attacks, natural disasters, global hostilities, or a significant outbreak of other infectious diseases) may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

If we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from Public Shareholders or warrant holders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our securities.

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or any of their respective affiliates may purchase Public Shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination.

Any such price per share may be different than the amount per share a Public Shareholder would receive if it elected to redeem its shares in connection with our initial Business Combination. Additionally, at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material non-public information), our Sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public Shares. However, our Sponsor, directors, officers, advisors or any of their respective affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions. The purpose of such purchases could be to vote such shares in favor of our initial Business Combination and thereby increase the likelihood of obtaining shareholder approval of our initial Business Combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial Business Combination. This may result in the completion of our initial Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

You are not entitled to protections normally afforded to investors of many other blank check companies.

We are exempt from certain rules promulgated by the SEC related to certain blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete our initial Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial Business Combination.

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If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

If we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial Business Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial Business Combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “— 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” and other risk factors herein.

As the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial Business Combination. This could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target for our initial Business Combination and/or complete our initial Business Combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into Business Combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial Business Combination, as well as many additional special purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for an initial Business Combination and/or complete our initial Business Combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close Business Combinations or operate targets post-Business Combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete our initial Business Combination.

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If the funds not being held in the Trust Account are insufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, we may be unable to complete our initial Business Combination.

The funds available to us outside of the Trust Account may not be sufficient to allow us to operate for at least the 24 months following the closing of the Initial Public Offering, assuming that our initial Business Combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through potential loans from certain of our affiliates are discussed in “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

Of the funds available to us, we could use a portion of the funds to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we enter into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “-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” and other risk factors herein.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination.

Recently, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.

The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-Business Combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-Business Combination’s ability to attract and retain qualified officers and directors.

In addition, after completion of any initial Business Combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial Business Combination. As a result, in order to protect our directors and officers, the post-Business Combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-Business Combination entity and could interfere with or frustrate our ability to consummate an initial Business Combination on terms favorable to our investors.

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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 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 the 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 our Company. 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.

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 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.

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The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.

The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial Business Combination or make certain amendments to our amended and restated memorandum and articles of association, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount that may be received by Public Shareholders may be less than $10.00 per share. Negative interest rates could also reduce the amount of funds we have available to complete our initial Business Combination.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy 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 to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy 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 to our creditors and/or having acted in bad faith by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy 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 petition or an involuntary winding-up or bankruptcy 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.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

● restrictions on the nature of our investments; and

● restrictions on the issuance of securities;

each of which may make it difficult for us to complete our initial Business Combination.

In addition, we may have imposed upon us burdensome requirements, including:

● registration as an investment company with the SEC;

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● adoption of a specific form of corporate structure; and

● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a Business Combination. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

Changes in laws or regulations, or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. 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, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, 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 negotiate and complete our initial Business Combination, and results of operations.

If we have not completed our initial Business Combination within 24 months of the closing of the Initial Public Offering or during any Extension Period, our Public Shareholders may be forced to wait beyond such time frame before redemption from our Trust Account.

If we have not completed our initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period, we will distribute the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our Public Shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of Public Shareholders from the Trust Account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”). In that case, investors may be forced to wait beyond the initial 24 months before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial Business Combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we have not completed our initial Business Combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

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Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our Company to claims, 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. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine of up to approximately $18,300 and to imprisonment for up to five years in the Cayman Islands.

We may not hold an annual general meeting until after the consummation of our initial Business Combination. Our Public Shareholders will not have the right to elect or remove directors prior to the consummation of our initial Business Combination.

In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, Public Shareholders may not be afforded the opportunity to discuss Company affairs with management or vote on our board of directors.

The grant of registration rights to our initial shareholders and their permitted transferees may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, at or after the time of our initial Business Combination, our initial shareholders and their permitted transferees can demand that we register the resale of their Founder Shares after those shares convert to our Class A ordinary shares. In addition, our Sponsor and its permitted transferees can demand that we register the resale of the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial Business Combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders or their permitted transferees, our Private Placement Warrants or warrants issued in connection with working capital loans are registered for resale.

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Because we are not limited to a particular industry, sector or geographic area or any specific target businesses with which to pursue our initial Business Combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

We may seek to complete a Business Combination with an operating company of any size (subject to our satisfaction of the 80% of net assets test) and in any industry, sector or geographic area. However, we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial Business Combination solely with another blank check company or similar company with nominal operations. To the extent we complete our initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or development stage entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a Business Combination target. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

We may seek acquisition opportunities in industries or geographies outside of our management’s areas of expertise.

We will consider a Business Combination in industries or geographies outside of our management’s areas of expertise, if a Business Combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our Company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors relevant to such acquisition. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial Business Combination will not have all of these positive attributes. If we complete our initial Business Combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial Business Combination if the target business does not meet our general criteria and guidelines. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

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We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our initial Business Combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We may engage one or more of the underwriters from our Initial Public Offering or any of their affiliates to provide additional services to us. The underwriters are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial Business Combination. These financial incentives may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering.

We may engage one or more of the underwriters from our Initial Public Offering or any of their affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriters or any of their affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial Business Combination. The fact that the underwriters or any of their affiliates’ financial interests are tied to the consummation of a Business Combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial Business Combination.

We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our Company from a financial point of view.

Unless we complete our initial Business Combination with an affiliated entity, we are not required to obtain an opinion that the price we are paying is fair to our Company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial Business Combination.

Any due diligence in connection with an initial Business Combination may not reveal all relevant considerations or liabilities of a target business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The due diligence undertaken with respect to a potential initial Business Combination may not reveal all relevant facts that may be necessary to evaluate such transaction or to formulate a business strategy. Furthermore, the information provided during due diligence may not be adequate or accurate. As part of the due diligence process, we will also make subjective judgments regarding the results of operations, financial condition and prospects of a potential initial Business Combination, and these judgments may be inaccurate.

Due diligence conducted in connection with an initial Business Combination may not result in the initial Business Combination being successful. If the due diligence investigation fails to identify material information regarding an opportunity, or if we consider such material risks to be commercially acceptable relative to the opportunity, and we proceed with an initial Business Combination, our Company may subsequently incur substantial impairment charges or other losses. In addition, following an initial Business Combination, we may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could have a material adverse effect on our business, financial condition, results of operations and prospects.

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We may issue additional Class A ordinary shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 undesignated preference shares, par value $0.0001 per share. As of December 31, 2021, there were 454,990,000 and 43,695,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31, 2021, there were no preference shares issued and outstanding.

We may issue a substantial number of additional Class A ordinary shares, and may issue preference shares, in order to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial Business Combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive funds from the Trust Account or (2) vote as a class with our Public Shares on any initial Business Combination. The issuance of additional ordinary shares or preference shares:

● may significantly dilute the equity interest of public investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

● may subordinate the rights of holders of ordinary shares if preference shares are issued with rights senior to those afforded our ordinary shares;

● could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;

● may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our Units, ordinary shares and/or warrants; and

● may not result in adjustment to the exercise price of our warrants.

Our initial Business Combination or reincorporation may result in taxes imposed on shareholders or warrant holders.

We may, subject to requisite shareholder approval by special resolution under the Companies Act, effect a Business Combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. Such transactions may result in tax liability for our shareholders or warrant holders in the jurisdiction in which the shareholder or warrant holder is a tax resident (or in which its members are resident if it is a tax transparent entity), in which the target company is located or in which we reincorporate. In the event of a reincorporation pursuant to our initial Business Combination, such tax liability may attach prior to the consummation of redemptions of any of our Public Shares properly submitted to us for redemption in connection with such Business Combination. We do not intend to make any cash distributions to pay such taxes.

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Failure to maintain our status as tax resident solely in the Cayman Islands could adversely affect our financial and operating results. Our intention is that prior to our initial Business Combination we should be resident solely in the Cayman Islands.

Continued attention must be paid to ensure that major decisions by the Company are not made from another jurisdiction, since this could cause us to lose our status as tax resident solely in the Cayman Islands. The composition of the board of directors, the place of residence of the individual members of the board of directors and the location(s) in which the board of directors makes decisions will all be important factors in determining and maintaining our tax residence in the Cayman Islands. If we were to be considered as tax resident within another jurisdiction, we may be subject to additional tax in that jurisdiction, which could negatively affect our financial and operating results, and/or our shareholders’ or warrant holders’ investment returns could be subject to additional or increased taxes (including withholding taxes).

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

We may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, directors or officers which may raise potential conflicts of interest.

In light of the involvement of our Sponsor, directors and officers with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, directors and officers. Certain of our directors and officers also serve as officers and/or board members for other entities, including those described under “Item 10. Directors, Executive Officers and Corporate Governance - Conflicts of Interest.” Such entities may compete with us for Business Combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a Business Combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding the fairness to our Company from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated with our Sponsor, directors or officers, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.

Since our initial shareholders will lose their entire investment in us if our initial Business Combination is not completed, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination.

Our initial shareholders hold 6,305,000 Founder Shares as of the date of this Annual Report, including 6,245,000 held by our Sponsor. The Founder Shares will be worthless if we do not complete an initial Business Combination.

In addition, our Sponsor purchased an aggregate of 7,060,000 Private Placement Warrants, each exercisable for one Class A ordinary share, for a purchase price of $7,060,000 in the aggregate, or $1.00 per warrant, that will also be worthless if we do not complete a Business Combination. Each Private Placement Warrant may be exercised for one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

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The Founder Shares are identical to the ordinary shares included in the Units except that: (1) the Founder Shares are subject to certain transfer restrictions; (2) our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any Founder Shares and Public Shares held by them, as applicable, in connection with the completion of our initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the prescribed time frame); (3) the Founder Shares will automatically convert into our Class A ordinary shares at the time of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (4) the Founder Shares are entitled to registration rights. If we submit our initial Business Combination to our Public Shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their Founder Shares and any Public Shares held by them purchased during or after the Initial Public Offering in favor of our initial Business Combination.

The personal and financial interests of our Sponsor, directors and officers may influence their motivation in identifying and selecting a target Business Combination, completing an initial Business Combination and influencing the operation of the business following the initial Business Combination. This risk may become more acute as the 24-month deadline following the closing of the Initial Public Offering nears, which is the deadline for the completion of our initial Business Combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

We may choose to incur substantial debt to complete our initial Business Combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

● our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

● our inability to pay dividends on our ordinary shares;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may be able to complete only one Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

We may effectuate our initial Business Combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial Business Combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial Business Combination with only a single entity our lack of diversification may subject us to numerous financial, economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business, property or asset; or

● dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous financial, economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial Business Combination.

We may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other Business Combinations, which may make it more difficult for us, and delay our ability, to complete our initial Business Combination. With multiple Business Combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial Business Combination with a private company about which little information is available, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial Business Combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial Business Combination on the basis of limited information, which may result in a Business Combination with a company that is not as profitable as we suspected, if at all.

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We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our shareholders do not agree.

Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial Business Combination. As a result, we may be able to complete our initial Business Combination even though a substantial majority of our Public Shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial Business Combination and do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, directors, officers, advisors or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination (including, potentially, with the same target).

In order to effectuate an initial Business Combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial Business Combination that some of our shareholders may not support.

In order to effectuate an initial Business Combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds and extended the time to consummate an initial Business Combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest threshold permissible under Cayman Islands law) or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, or but requires the approval by the holders of at least 65% of the then issued and outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an initial Business Combination in order to effectuate our initial Business Combination. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through the registration statement of which the prospectus related to our Initial Public Offering forms a part, we would register, or seek an exemption from registration for, the affected securities.

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Certain provisions of our amended and restated memorandum and articles of association that relate to our pre-Business Combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial Business Combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-Business Combination activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s Public Shares. Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-Business Combination activity (including the requirement to deposit proceeds of the Initial Public Offering and the sale of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who collectively beneficially own 20% of our ordinary shares, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-Business Combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial Business Combination with which you do not agree. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

We may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination.

If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants available to us prove to be insufficient, either because of the size of our initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial Business Combination or the terms of negotiated transactions to purchase shares in connection with our initial Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business candidate.

In addition, even if we do not need additional financing to complete our initial Business Combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our directors, officers or shareholders is required to provide any financing to us in connection with or after our initial Business Combination. If we have not completed our initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our Trust Account, and our warrants will expire worthless.

Our initial shareholders may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

Our initial shareholders own 20% of our issued and outstanding ordinary shares. As a result of their substantial ownership in our Company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our initial shareholders purchase any Class A ordinary shares in the open market or in privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial Business Combination.

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A provision of our warrant agreement may make it more difficult for us to consummate an initial Business Combination.

Unlike some blank check companies, if

(i) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),

(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the completion of our initial Business Combination (net of redemptions), and

(iii) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share,

then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price applicable to our warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination with a target business.

Our warrants and Founder Shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial Business Combination.

We have issued warrants to purchase 12,650,000 Class A ordinary shares, at a price of $11.50 per whole share (subject to adjustment), as part of the Units and, simultaneously with the closing of the Initial Public Offering, we issued in the Private Placement an aggregate of 7,060,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Our initial shareholders currently hold 6,305,000 Class B ordinary shares. The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our Sponsor, an affiliate of our Sponsor or certain of our directors and officers make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. To the extent we issue Class A ordinary shares to effectuate a Business Combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the Business Combination. Therefore, our warrants and Founder Shares may make it more difficult to effectuate a Business Combination or increase the cost of acquiring the target business.

The Private Placement Warrants are identical to the warrants sold as part of the Units except that, so long as they are held by our Sponsor or its permitted transferees: (1) they will not be redeemable by us (except under certain limited exceptions); (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

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Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial Business Combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on a Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“U.S. GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this Annual Report on Form 10-K for the year ended December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

If our management team pursues a company with operations or opportunities in Brazil or otherwise outside of the United States for our initial Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.

If our management team pursues a company with operations or opportunities in Brazil or otherwise outside of the United States for our initial Business Combination, we would be subject to risks associated with cross-border Business Combinations, including in connection with investigating, agreeing to and completing our initial Business Combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial Business Combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting (including how relevant governments respond to such factors), including any of the following:

● costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;

● rules and regulations regarding currency redemption;

● complex corporate withholding taxes on individuals;

● laws governing the manner in which future Business Combinations may be effected;

● tariffs and trade barriers;

● regulations related to customs and import/export matters;

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● longer payment cycles;

● tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;

● currency fluctuations and exchange controls, including devaluations and other exchange rate movements;

● rates of inflation, price instability and interest rate fluctuations;

● liquidity of domestic capital and lending markets;

● challenges in collecting accounts receivable;

● cultural and language differences;

● employment regulations;

● energy shortages;

● crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms of social instability;

● deterioration of political relations with the United States;

● obligatory military service by personnel; and

● government appropriation of assets.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination or, if we complete such combination, our operations might suffer, either of which may adversely impact our results of operations and financial condition.

Risks Relating to the Post-Business Combination Company

Subsequent to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

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After our initial Business Combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial Business Combination and if we effect our initial Business Combination, the ability of that target business to become profitable.

For example, the Brazilian economy has been characterized by significant involvement on the part of the Brazilian government, which has in the past made, and in the future may make, changes in monetary, credit and other policies to influence Brazil’s economy. The Brazilian government’s actions to control inflation and affect other policies have in the past involved, and may in the future involve, wage and price controls, the Central Bank’s base interest rates, as well as other measures. Actions taken by the Brazilian government concerning the economy may have important effects on Brazilian corporations and other entities. If we complete our initial Business Combination with a company in Brazil, our financial condition and results of operations may be adversely affected by the factors described above and those listed in “— If our management team pursues a company with operations or opportunities in Brazil or otherwise outside of the United States for our initial Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations” and the Brazilian government’s responses thereto.

Specifically, any Brazilian government’s actions to maintain economic stability, as well as public speculation about possible future actions, may contribute significantly to economic uncertainty in Brazil. The Brazilian currency has devalued frequently, including during the last two decades. Throughout this period, the Brazilian government has implemented various economic plans and utilized a number of exchange rate policies, including sudden devaluations and periodic mini-devaluations, during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. There have been significant fluctuations in the exchange rates between Brazilian currency and the U.S. Dollar and other currencies.

Our management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will complete such Business Combination only if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to our initial Business Combination may collectively own a minority interest in the post Business Combination company, depending on valuations ascribed to the target and us in our initial Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new ordinary shares in exchange for all of the issued and outstanding share capital, shares or other equity securities of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial Business Combination. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.

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We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial Business Combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial Business Combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

The directors and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

After our initial Business Combination, it is possible that a majority of our directors and officers will live outside the United States and all or substantially all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial Business Combination, a majority of our directors and officers will reside outside of the United States and all or substantially all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

Our letter agreement with our initial shareholders, officers and directors may be amended without shareholder approval.

Our letter agreement with our initial shareholders, officers and directors contains provisions relating to, among other things, restrictions on transfer of our Founder Shares and Private Placement Warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The letter agreement may be amended without shareholder approval. While we do not expect our board of directors to approve any amendment to the letter agreement prior to our initial Business Combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

If our management following our initial Business Combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial Business Combination, any or all of our management could resign from their positions as officers of the Company, and the management of the target business at the time of the Business Combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

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Risks Relating to Our Management Team

We are dependent upon our directors and officers and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and in particular, Bernardo Hees, Co-Chairman of our board of directors, Carlos Piani, our Chief Executive Officer and Chief Financial Officer and one of our directors, and Rodrigo Xavier, Co-Chairman of our board of directors. We believe that our success depends on the continued service of our directors and officers, at least until we have completed our initial Business Combination. In addition, our directors and officers are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. For a discussion of certain of our officers’ and directors’ other business endeavors, please see “Item 10. Directors, Executive Officers and Corporate Governance.” 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 ability to successfully effect our initial Business Combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial Business Combination. The loss of our or a target’s key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial Business Combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

In addition, the directors and officers of an acquisition candidate may resign upon completion of our initial Business Combination. The departure of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial Business Combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous.

Our key personnel may be able to remain with our Company after the completion of our initial Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of our initial Business Combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial Business Combination will not be the determining factor in our decision as to whether or not we will proceed with any potential Business Combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial Business Combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial Business Combination.

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Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business Combination.

Our directors and officers are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial Business Combination. Each of our officers may be engaged in several other business endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Certain of our independent directors also serve as officers and/or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial Business Combination. For a complete discussion of our officers’ and directors’ other business endeavors, please see “Item 10. Directors, Executive Officers and Corporate Governance.”

Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Until we consummate our initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial Business Combinations, prior to us completing our initial Business Combination, and any such involvement may result in conflicts of interest as described herein. Moreover, entities in which our directors and officers are affiliated with may enter into agreements or other arrangements with businesses, which agreements or arrangements may limit or restrict our ability to enter into a Business Combination with such business.

Our directors and officers also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties or in which they otherwise have an interest, including any other special purpose acquisition company in which they may become involved with. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance,” and “Item 13. Certain Relationships and Related Party Transactions - Support Services Agreement.”

Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

In particular, affiliates of our Sponsor have interests in a diverse set of industries including utilities, real estate, fuel distribution, car rental and agribusiness. As a result, there may be substantial overlap between companies that would be a suitable Business Combination for us and companies that would make an attractive target for such other affiliates.

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Members of our management team have extensive experience in managing special situations and in international jurisdictions, and as a result, certain of those members have been, may be, or may become, involved in governmental investigations and proceedings and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may impede our ability to consummate an initial Business Combination.

During the course of their careers, members of our management team have been employed by, served as board members of, and assisted many companies in international jurisdictions going through turnarounds, as well as companies in special situations, financial distress, restructuring, and/or suffering from mismanagement, in attempts to rectify such problems. As a result of their involvement with companies in these situations and jurisdictions, certain of those members were, are now, or may in the future be, involved in governmental investigations and proceedings and litigation relating to the business affairs of such companies that are brought in such industries or jurisdictions. Any such investigations, proceedings or litigations may divert our management team’s attention and resources away from identifying and selecting a target business or businesses for our initial Business Combination and may negatively affect our reputation, which may impede our ability to complete an initial Business Combination.

Risks Relating to Our Securities

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 and/or warrants, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) our completion of an initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; and (3) the redemption of our Public Shares if we have not completed an initial Business Combination within 24 months from the closing of the Initial Public Offering, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares and/or warrants, potentially at a loss.

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure you that our securities will continue to be listed on the NYSE. In order to continue listing our securities on the NYSE prior to our initial Business Combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum number of holders of our securities (generally 300 Public Shareholders). Additionally, in connection with our initial Business Combination, we will be required to demonstrate compliance with the applicable exchange’s initial listing requirements, which are more rigorous than continued listing requirements, in order to continue to maintain the listing of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If any of our securities are delisted from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

● a limited amount of news and analyst coverage; and

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● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as "covered securities." Our Units, Class A ordinary shares and warrants currently qualify as covered securities under such statute. Although the states are pre-empted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities, which may negatively impact our ability to consummate our initial Business Combination.

You will not be permitted to exercise your warrants unless we register and qualify the issuance of the underlying Class A ordinary shares or certain exemptions are available.

Pursuant to the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial Business Combination, we will use our commercially reasonable efforts to file a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the Class A ordinary shares included in the Units. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants that were included as part of the Units. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

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We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to the Initial Public Offering, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, 65% of the number of the then-outstanding Private Placement Warrants. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding warrants 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 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 the Company sends the notice of redemption to the warrant holders (“Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.

In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant 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 warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

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Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other blank check companies.

Each Unit contains one-half of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole warrants will trade. This is different from other offerings similar to ours whose Units include one ordinary share and one whole warrant or a greater fraction of one whole warrant to purchase one share. We have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a Business Combination since the warrants will be exercisable in the aggregate for a half of the number of shares compared to Units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive Business Combination partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth less than if they included one whole warrant or a greater fraction of one whole warrant to purchase one whole share.

Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer shares of Class A common stock upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash.

If we call our public warrants for redemption after the redemption criteria described elsewhere in this Annual Report have been satisfied, our management will have the option to require any holder that wishes to exercise its warrant (including any warrants held by our Sponsor, officers, directors or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of Class A common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his, her or its warrant for cash. This will have the effect of reducing the potential “upside" of the holder’s investment in our Company.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

We are an exempted company 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 our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us 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 our shareholders and the fiduciary responsibilities of our 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 shareholders derivative action in a Federal court of the United States.

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We have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against us 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 (2) in original actions brought in the Cayman Islands, to impose liabilities against us 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, Public 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 United States company.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include two-year director terms and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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General Risk Factors

Our warrants are accounted for as liabilities, the changes in value of our warrants could have a material effect on our financial results and we have identified a material weakness in our internal control over financial reporting related to the Company’s accounting and reporting of complex financial instruments.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 12,650,000 public warrants and 7,060,000 Private Placement Warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheets as of December 31, 2021 and 2020 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification Topic 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

We have identified a material weakness in our internal control over financial reporting related to the Company’s accounting and reporting of complex financial instruments as described herein. 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 our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. As a result of these material weaknesses, our management has concluded that our disclosure controls and procedures were not effective as of December 31, 2021.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and the price of our securities may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

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We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of such material weakness described herein, certain restatements of our prior financials and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report on Form 10-K, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.

We are a newly incorporated company with no operating history and no operating revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a newly incorporated company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial Business Combination with one or more target businesses. In addition, we may be unable to complete our initial Business Combination. If we fail to complete our initial Business Combination, we will never generate any operating revenues.

Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the Company.

Information regarding performance by our management team and their respective affiliates is presented for informational purposes only. Past performance by any member or members of our management team and any of their respective affiliates is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial Business Combination or (2) of success with respect to any Business Combination we may consummate. You should not rely on the historical record of any member of members of our management team or any of their respective affiliates or any related investment’s performance as indicative of our future performance of an investment in the Company or the returns the Company will, or is likely to, generate going forward.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our taxable year ended December 31, 2021, our current taxable year, and our subsequent taxable years may depend upon the status of an acquired company pursuant to a Business Combination and whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our taxable year ended December 31, 2021, our current taxable year, or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules to holders of our ordinary shares and warrants.

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Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

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The value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.

Our Sponsor has invested in us an aggregate of $7,085,000, comprised of the $25,000 purchase price for the Founder Shares and the $7,060,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per share upon consummation of our initial Business Combination, the 6,305,000 Founder Shares would have an aggregate implied value of $63,050,000. Even if the trading price of our ordinary shares were as low as $1.12 per share, and the Private Placement Warrants were worthless, the value of the Founder Shares would be equal to the Sponsor’s initial investment in us. As a result, our Sponsor is likely to be able to make a substantial profit on its investment in us at a time when our Public Shares have lost significant value and our warrants are worthless. Accordingly, our management team, some of whom own interests in our Sponsor, may be more willing to pursue a Business Combination with a riskier or less-established target business than would be the case if our Sponsor had paid the same per share price for the Founder Shares as our Public Shareholders paid for their Public Shares.

Item 1.B. Unresolved Staff Comments.

None.

Item 2. Properties.

WeAs ~~currently~~of ~~maintain~~December 31, 2022, we maintained our executive offices at 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801. The cost for this space is included in the $10,000 per month fee that we pay our Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

Item 4. Mine Safety Disclosures.

None.

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PART II.

(a)

Market Information

Our ~~Units~~units ~~began~~commenced public trading on ~~the NYSE on~~ July 16, 2020. ~~Each~~and ~~Unit~~our ~~consists of one~~ Class A ~~ordinary~~common ~~share~~stock and ~~one-half~~warrants ofcommenced ~~one~~separate ~~redeemable~~public ~~warrant~~trading toon ~~purchase~~September ~~one~~5, ~~Class A ordinary share~~2020. On ~~September~~March 53, ~~2020~~2023, wethe ~~announced~~NYSE ~~that~~American ~~holders~~a ofForm ~~the~~25 ~~Units~~(Notification ~~may~~of ~~elect~~Removal tofrom ~~separately~~Listing) ~~trade~~with the ~~Class~~SEC Arelating ~~ordinary~~to ~~shares and redeemable warrants included in~~ the ~~Units~~delisting ~~commencing~~of onour ~~September 8~~units, ~~2020.~~Class ~~Any~~A ~~Units~~common ~~not~~stock ~~separated~~and ~~continue~~warrants. toAs ~~trade~~a onresult, ~~the~~our ~~New~~units, ~~York Stock Exchange under the symbol “HPX.U.” Any underlying~~ Class A ~~ordinary~~common ~~shares~~stock and ~~redeemable~~ warrants ~~that~~are ~~were~~no ~~separated~~longer ~~trade~~listed on the NYSE ~~under the symbols “HPX” and “HPX WS,” respectively~~American.

(b)

Holders

As of ~~April~~December 1431, 2022, there was approximately one holder of record of our Units, approximately one holder of record of our separately traded Class A ordinary shares, and approximately two holders of record of our redeemable warrants.

(c)

Dividends

We have not paid any cash dividends on our ordinary shares to date ~~and do not intend to pay cash dividends prior to the completion of our initial Business Combination~~. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

(d)

Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e)

Performance Graph

The performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

(f)

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

Unregistered Sales

None.

OnItem April 8, 2020, our Sponsor purchased 5,750,000 of our Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $25,000. On June 25, 2020, our Sponsor transferred 20,000 Founder Shares to each of its independent director nominees at their original per-share purchase price. On July 15, 2020, we 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 the Company for no consideration and, as a result, since then the initial shareholders hold an aggregate of 6,305,000 Founder Shares[Reserved. ~~All share and per-share amounts have been restated to reflect the share capitalization~~]. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised, so that the Founder Shares would equal 20% of our issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option on July 16, 2020, no Founder Shares are currently subject to forfeiture.

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Simultaneously with the closing of the Initial Public Offering, our Sponsor purchased an aggregate of 7,060,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant from us in a private placement, for an aggregate purchase price of $7,060,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period or any Extension Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Use of Proceeds

On July 20, 2020, we consummated our Initial Public Offering of 25,300,000 units (the “Units”), inclusive of 3,300,000 Units sold to the underwriter upon the election to fully exercise its over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $253,000,000. Credit Suisse acted as the sole book-running manager. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statements on Form S-1 (Nos. 333-239486 and 333-239882). The registration statements became effective on July 15, 2020.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,060,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant generating gross proceeds of $7,060,000.

In connection with the Initial Public Offering, we incurred offering costs of approximately $14.5 million (including deferred underwriting commissions of approximately $8.9 million). Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the initial Business Combination, if consummated) and the Initial Public Offering expenses, $253.0 million of the net proceeds from our Initial Public Offering and certain of the proceeds from the Private Placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Annual Report on Form 10-K.

There has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described in the Company’s final prospectus related to the Initial Public Offering. For a description of the use of the proceeds generated from the Initial Public Offering, see “Item 1. Business.”

Item 6. [Reserved].

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to HPX Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” ~~“Item 1A. Risk Factors”~~ and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in the Cayman Islands on March 20, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

~~We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.~~5

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Recent Developments

As part of the Business Combination, at the First Effective Time: (i) each issued and outstanding Class A Ordinary Share was canceled and converted into the right to receive one Class A ordinary share, par value $0.0001 per share, of AMBI (the “AMBI Class A Ordinary Shares”); (ii) each issued and outstanding whole warrant to purchase the Class A Ordinary Shares was converted into one warrant to purchase one AMBI Class A Ordinary Share at an exercise price of $11.50 per share (the “Warrants”), subject to the same terms and conditions existing prior to such conversion, and (iii) each outstanding and unvested restricted stock unit in respect of Class A Ordinary Shares was converted into a restricted stock unit settled in AMBI Class A Ordinary Shares, subject to the same terms and conditions as were applicable to such restricted stock units of the Company as of immediately prior to the First Effective Time.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities through December 31, ~~2021~~2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, ~~and~~the ~~subsequent~~search tofor ~~the~~a ~~Initial~~target ~~Public~~company ~~Offering~~for a Business Combination, the ~~search~~signing ~~for~~of athe ~~target~~Business ~~company~~Combination ~~for~~Agreement aand in connection with the preparation of the consummation of the Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of ~~interest~~earnings ~~income~~from onthe cash and marketable securities held in the Trust Account and gain (loss) from changes in the fair values of warrant liabilities and PIPE derivative liability. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the year ended December 31, 2022, we had a net loss of $3,425,810, which consisted of operating costs of $6,633,923 and change in fair value of PIPE derivative liability of $61,363, partially offset by a change in fair value of warrant liabilities of $2,278,476, interest income on marketable securities held in the Trust Account of $694,357 and other income of $296,643.

For the year ended December 31, 2021, we had a net income of $9,394,728, which consisted of a change in fair value of warrant liabilities of $10,533,024, interest income from the operating bank account of $89, and interest income on marketable securities held in the Trust Account of $25,305, partially offset by operating costs of $1,163,690.

For the period from March 20, 2020 (inception) through December 31, 2020, we had net loss of $8,683,738, which consisted of operating costs of $314,723, transaction costs allocable to warrants of $497,297 and change in fair value of warrant liabilities of $7,884,000, partially offset by interest income on marketable securities held in the Trust Account of $12,211 and interest income from the operating bank account of $71.6

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Liquidity and Capital Resources

On July 20, 2020, we consummated the Initial Public Offering of 25,300,000 Units, inclusive of the underwriter’s election to fully exercise its option to purchase an additional 3,300,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,060,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant generating gross proceeds of $7,060,000.

Following the Initial Public Offering, the exercise of the over-allotment option in full and the sale of the Private Placement Warrants, a total of $253,000,000 was placed in the Trust Account. We incurred $14,528,328 in transaction costs, including $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $613,328 of other costs.

For the year ended December 31, 2022, net cash used in operating activities was $1,255,404. Net loss of $3,425,810 was affected by interest income on marketable securities of $694,357, a change in fair value of warrant liabilities of $2,278,476, a change in fair value of PIPE derivative liability of $61,363 and other income of $296,643. Changes in operating assets and liabilities provided $5,378,519 of cash from operating activities, due primarily to an increase in deferred legal fees.

For the year ended December 31, 2021, net cash used in operating activities was $582,258. Net income of $9,394,728 was affected by interest income on marketable securities of $25,305 and a change in fair value of warrant liabilities of $10,533,024. Changes in operating assets and liabilities provided $581,343 of cash from operating activities due primarily to an increase in accounts payable and accrued expenses.

At December 31, 2022, we had cash held in the Trust Account of $21,905,597. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At December 31, 2022, we had cash of $199,388 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022, there were no amounts drawn.

~~For~~On January 17, 2023, under the ~~year~~terms ~~ended~~of ~~December~~an 31additional promissory note entered into between the Company and the Sponsor on the same date, ~~2021~~pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000, ~~net~~the ~~cash~~Sponsor ~~used~~loaned into ~~operating~~the ~~activities~~Company ~~was~~an additional $~~582~~410,~~258.~~000 ~~Net~~for ~~income~~working ofcapital purposes, bringing the total commitment amount to $91,~~394~~315,~~728~~000. ~~was~~These ~~affected~~loans were evidenced by ~~interest~~two ~~income~~promissory onnotes ~~marketable~~which ~~securities~~were ofnon-interest ~~$25,305~~bearing and payable upon the consummation by the Company of a ~~change~~business incombination, ~~fair~~without ~~value~~an option of ~~warrant~~the ~~liabilities~~Sponsor to convert any amount outstanding thereunder upon completion of ~~$10,533,024.~~a ~~Changes~~business incombination ~~operating~~into ~~assets~~warrants. ~~and~~As ~~liabilities~~of ~~provided~~December 31, 2022, $~~581~~905,~~343~~000 ofwere ~~cash~~outstanding ~~from~~under ~~operating~~such ~~activities~~loan.

For the period from March 20, 2020 (inception) through December 31, 2020, cash used in operating activities was $439,502. Net loss of $8,683,738 was impacted by interest earned on marketable securities held in the Trust Account of $12,211, change in fair value of warrant liabilities of $7~~,884,000, and transaction costs allocable to warrants of $497,297. Changes in operating assets and liabilities used $124,850 of cash from operating activities.~~

At December 31, 2021, we had marketable securities held in the Trust Account of $253,037,516. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. Through December 31, 2021, we have not withdrawn any interest from the Trust Account. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account after any redemptions will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

At December 31, 2021, we had cash of $549,792 held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

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InThe ~~order~~outstanding toamount ~~fund~~as ~~working~~of ~~capital~~December ~~deficiencies~~31, or2022 ~~finance~~and ~~transaction~~the ~~costs~~additional inamounts ~~connection~~incurred ~~with~~in aJanuary ~~Business Combination~~17, ~~our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may~~2023, ~~but~~were ~~are~~substantially ~~not obligated to~~forgiven, ~~loan~~and usthe ~~funds~~balance ~~as may be required. If we complete a Business Combination~~repaid, weon ~~may repay such loaned amounts out of~~ the ~~proceeds~~Closing ~~of the Trust Account released to us~~Date. In ~~the~~March ~~event~~2023, ~~that~~ a ~~Business~~total ~~Combination~~of ~~does not close~~$121,650 wewas ~~may~~repaid ~~use~~on ~~a portion of~~ the working capital ~~held~~loans ~~outside~~and ~~the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to~~ $1,~~500~~168,~~000~~548 ofwas ~~such~~forgiven ~~loans~~by ~~may be convertible into warrants, at a price of $1.00 per warrant, at~~ the ~~option of the lender~~Sponsor. ~~The~~See ~~warrants~~“Item ~~would be identical to the Private Placement Warrants~~13. AsCertain atRelationships ~~December~~And ~~31,~~Related ~~2021,~~Party ~~there~~Transactions— ~~were~~Debt noForgiveness ~~amounts drawn~~Agreement.”

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern

The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements—Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by July 20, 2022, then the Company 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 Company’s ability to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension, however, it is uncertain whether the Company will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 20, 2022.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, ~~2021~~2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, administrative and support services, provided to the Company. We began incurring these fees on July 16, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

43We have arrangements with a consultant to provide services to us relating to market and industry analyses, assistance with due diligence, and financial modeling and valuation of a potential targets. We agreed to pay the service provider a fee of 6,600 BRL per month (approximately $1,200 per month). The agreement is for a fixed term of 24 months and terminated on September 15, 2022.

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incurring these fees on July 16, 2020 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

~~The~~Critical ~~underwriter~~Accounting isPolicies entitled to a deferred fee of $0.35 per Unit, or $8,855,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. Of such deferred fee amount, up to $0.175 per Unit, or up to $4,427,500, may be paid to third parties who did not participate in the Initial Public Offering (but who are members of FINRA or regulated broker-dealers) that assist us in consummating a Business Combination. The election to make such payments to third parties will be solely at the discretion of our management team, and ~~such third parties will be selected by our management team in its sole and absolute discretion.~~Estimates

We have arrangements with a consultant to provide services to us relating to market and industry analyses, assistance with due diligence, and financial modeling and valuation of a potential targets. We agreed to pay the service provider a fee of 6,600 BRL per month (approximately $1,200 per month). The agreement is for a fixed term of 24 months and will terminate on September 15, 2022.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

We account for the Warrants in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation. For periods subsequent to the detachment of the Public Warrants from the Units, ~~which occured~~ on September 8, 2020, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Derivative Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The PIPE derivative liability as a result of the Downside Protection Agreement signed by the Sponsor with PIPE Investors and the Non-Redeeming Shareholders meets the criteria for derivative liability classification. As such, the PIPE derivative liability is recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the PIPE derivative liability are recognized as a non-cash gain or loss in the statements of operations. The fair value of the PIPE derivative liability is discussed in Note 9 of our financial statements included in this Annual Report.

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Class A Ordinary Shares Subject to Redemption

We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ ~~deficit~~equity section of our balance ~~sheets~~sheet.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Item 7.A. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 8. Financial Statements and Supplementary Data

This information appears following Item 15 of this Annual Report and is included herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9.A. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2021~~2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due ~~solely~~ to the material ~~weakness~~weaknesses in our internal control over financial reporting related to (1) the Company’s accounting for complex financial instruments and (2) the lack of effective segregation of duties within cash management procedures.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments and determined that the processes to identify and appropriately apply applicable accounting requirements were not adequate. In addition, Management has identified a material weakness in internal controls related to the Company’s controls as of December 31, 2022, that allowed the CEO/CFO to both initiate and finalize check disbursements and wire transactions without the mandated review and authorization from a separate independent individual before the execution of such payments. This represents a departure from best practices that advocate for a dual-approval process to ensure the integrity of financial transactions.

Subsequent to the Closing, the internal control structure of the Company ceased to be in operation.

Management’s ~~has~~Annual ~~identified~~Report aon ~~material~~Internal ~~weakness~~Controls inOver ~~internal~~Financial controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.Reporting

~~Management’s~~As ~~Report~~required onby ~~Internal~~SEC ~~Controls~~rules ~~Over~~and ~~Financial~~regulations ~~Reporting~~implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed

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to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, ~~2021~~2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, ~~2021~~2022.

Subsequent to the Closing, the internal control structure of the Company ceased to be in operation.

Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

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Changes in Internal Control over Financial Reporting

Except as disclosed above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the ~~most~~fourth ~~recent~~quarter of the fiscal ~~quarter~~year ended December 31, ~~2021~~2022, covered by this Annual Report on Form 10-K, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9.B. Other Information.

None.

Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

Not applicable.

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PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

~~Our~~As of December 31, 2022 and until the Closing our directors and officers ~~are~~were as follows:

Name	Age	Title
Carlos Piani	4849	Chief Executive Officer and Chief Financial Officer and Director
Bernardo Hees	52	Co-Chairman of the Board of Directors
Rodrigo Xavier	53	Co-Chairman of the Board of Directors
Marcos Peigo	4142	Director
Wolney Edirley Goncalves Betiol	57	Director
Rafael Salvador Grisolia	56	Director
Salete Pinheiro	67	Director

Carlos Piani ~~has~~was ~~been~~ our Chief Executive Officer and Chief Financial Officer and a director since our inception until the Closing. Following the Closing, Mr. Piani became a member of the board of directors of AMBI. Mr. Piani has over 20 years of investment and operational experience and a depth of investment and mergers and acquisitions experience in a wide range of industries. Mr. Piani is currently the Chairman of Equatorial Energia S.A. (SAO: EQTL3), a Brazilian utilities company, Chairman of Brasil Brokers Participacoes S.A. (SAO: BBRK3), a Brazilian real estate company, and serves on the board of directors of Vibra S.A., previously known as Petrobras Distribuidora S.A. (SAO: VBBR3), Brazil’s largest fuel distribution company. Mr. Piani served as Head of Strategic Initiatives and Mergers & Acquisitions in 2019 at Kraft Heinz and Zone President of Kraft Heinz Canada from 2015 to 2018. Prior to joining Kraft Heinz, Mr. Piani served as Chief Executive Officer of PDG Realty S.A. Empreendimentos e Participacoes (SAO: PDGR3), a real estate company, from August 2012 to August 2015. Previously, he served as Co-Head of Private Equity of Vinci Partners, an independent asset management firm, from April 2010 to August 2012, as Chief Executive Officer of CEMAR, an electricity distribution company in Brazil, from March 2006 to April 2010, and as Chief Executive Officer of Equatorial Energia S.A., CEMAR’s controlling shareholder, from March 2007 to April 2010. From 1998 to 2004, Mr. Piani served at Banco Pactual S.A. (now known as BTG Pactual S.A.), initially as an investment banking analyst and later as an Associate Partner of the Principal Investment Group, where he managed a multi-million dollar venture capital fund focused on Brazilian technology companies. Mr. Piani has a degree in computer science from PUC/RJ and a bachelor’s degree in business from IBMEC/ RJ. He has also completed the Owner and President Management Program at Harvard Business School and is a Chartered Financial Analyst by CFA Institute.

Mr. Piani’s extensive experience in managing and operating public and private companies of varying size and complexity across many industries in Brazil, and his extensive experience in the areas of finance, strategy and mergers and acquisitions enabled him to provide valuable expertise to us.

Bernardo Hees has served as Co-Chairman of our board of directors since July 2020. Mr. Hees served as a partner of 3G, a private equity firm, from 2010 to 2019 and was responsible for leading some of 3G’s most iconic investments. Until stepping down in June 2019, Mr. Hees served as the Chief Executive Officer of Kraft Heinz (NYSE: KHC), one of the largest manufacturers and marketers of consumer branded food products in the world. Mr. Hees became Chief Executive Officer of Kraft Heinz upon the closing of the merger of Kraft with Heinz in 2015, where he served as Chief Executive Officer since June 2013. Prior to this, Mr. Hees served as Chief Executive Officer of Burger King, a global fast food restaurant chain, from November 2010 to June 2013, upon 3G’s approximately $4.0 billion acquisition of Burger King Holdings (formerly NYSE: BKC). Mr. Hees also served as the Chief Executive Officer of America Latina Logistics (SAO: RAIL3), a Brazilian logistics company, from January 2005 to September 2010 (now known as Rumo S.A.). Mr. Hees is currently the Chairman of the Board and Chair of the Board’s Executive Committee of Avis Budget Group, Inc. (Nasdaq: CAR), a leading global provider of mobility and car rental solutions through its Avis and Budget brands. Mr. Hees has served on the board of directors of Bunge Ltd. (NYSE: BG), an agribusiness and food company, since December 2019. Mr. Hees received his bachelor’s degree from Pontifícia Universidade Católica do Rio de Janeiro and his MBA from the University of Warwick and he completed the Owner and President Management Program at Harvard Business School.

Additionally, among the reasons for his appointment as a director, Mr. Hees’s financial, business and operational experience, as well as the experience that he has accumulated through his activities as an executive and investor, add strategic vision to the board of directors to assist with our ultimate Business Combination transaction.

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~~Rodrigo~~Bernardo ~~Xavier has~~Hees served as Co-Chairman of our board of directors since July 2020. ~~From~~until ~~2014~~the toClosing. ~~2017,~~ Mr. ~~Xavier~~ Hees served as ~~Chief~~a ~~Executive~~partner ~~Officer~~of ~~and~~3G, ~~Chairman~~a ofprivate ~~the~~equity ~~board~~firm, offrom ~~directors~~2010 ofto ~~Bank~~2019 and was responsible for leading some of ~~America~~3G’s ~~Merrill~~most ~~Lynch~~iconic ~~Brazil~~investments. ~~Prior~~Until tostepping ~~this~~down in June 2019, ~~from~~Mr. ~~2009~~Hees toserved ~~2013,~~as hethe ~~was~~Chief aExecutive ~~Founding~~Officer ~~Partner~~of ~~and~~Kraft ~~member~~Heinz (NYSE: KHC), one of the ~~Executive~~largest ~~Committee~~manufacturers and marketers of ~~Vinci~~consumer ~~Partners~~branded food products in the world. Mr. ~~Xavier~~ ~~joined~~Hees ~~Banco~~became ~~Pactual~~Chief Executive Officer of Kraft Heinz upon the closing of the merger of Kraft with Heinz in ~~1993~~2015, where he ~~became~~served aas ~~senior~~Chief ~~partner~~Executive ~~and~~Officer ~~executive~~since ~~committee~~June ~~member~~2013. HePrior ~~later~~to this, Mr. Hees served as Chief Executive Officer of ~~UBS~~Burger ~~Pactual~~King, a global fast food restaurant chain, from ~~2008~~November 2010 to ~~2009~~June 2013, upon 3G’s approximately $4.0 Inbillion ~~2018,~~acquisition of Burger King Holdings (formerly NYSE: BKC). Mr. ~~Xavier~~ ~~became~~Hees also served as the Chief Executive Officer of America Latina Logistics (SAO: RAIL3), a ~~fellow~~Brazilian atlogistics ~~Stanford’s~~company, ~~Distinguished~~from ~~Career~~January ~~Institute~~2005 to September 2010 (~~“DCI”~~now known as Rumo S.A.). ~~and~~Mr. ~~has~~Hees ~~since~~is ~~become~~currently anthe ~~investor~~Chairman ~~board~~of ~~member~~the Board and ~~adviser~~Chair atof ~~DCI~~the inBoard’s ~~the~~Executive ~~topics~~Committee of ~~digital~~Avis ~~transformation~~Budget Group, ~~innovation~~Inc. (Nasdaq: CAR), ~~technology~~a leading global provider of mobility and ~~social~~car ~~entrepreneurship.~~rental ~~Mr. Xavier~~solutions ~~received~~through ~~his~~its ~~bachelor’s~~Avis ~~degree~~and inBudget ~~Economics~~brands. ~~from~~Mr. ~~Universidade~~Hees dehas ~~Brasilia~~served ~~and~~on ~~completed~~the ~~his~~board ~~post-graduate~~of ~~studies~~directors inof ~~International~~Bunge ~~Economics~~Ltd. ~~from~~(NYSE: ~~Tohoku~~BG), an agribusiness and ~~Fukushima~~food ~~Universities~~company, insince ~~Japan~~December 2019. HeMr. ~~also~~Hees ~~has~~received ahis ~~master~~bachelor’s degree infrom ~~International~~Pontifícia ~~Management~~Universidade Católica do Rio de Janeiro and his MBA from the ~~American~~University ~~Graduate~~of ~~School~~Warwick ofand ~~International~~he completed the Owner and President Management ~~(Thunderbird),~~Program ~~USA~~at Harvard Business School.

Additionally, among the reasons for his appointment as a director, Mr. Hees’s financial, business and operational experience, as well as the experience that he has accumulated through his activities as an executive and investor, added strategic vision to the board of directors to assist with our ultimate Business Combination transaction.

Rodrigo Xavier served as Co-Chairman of our board of directors since July 2020 until the Closing. From 2014 to 2017, Mr. Xavier’s ~~significant~~served ~~financial~~as ~~experience~~Chief Executive Officer and Chairman of the board of directors of Bank of America Merrill Lynch Brazil. Prior to this, ~~particularly~~from in2009 ~~management~~to 2013, he was a Founding Partner and member of the Executive Committee of Vinci Partners. Mr. Xavier joined Banco Pactual in 1993, where he became a senior partner and executive ~~roles~~committee atmember. ~~large~~He ~~financial~~later ~~institutions~~served ~~make~~as ~~him~~Chief Executive Officer of UBS Pactual from 2008 to 2009. In 2018, Mr. Xavier became a ~~valuable~~fellow at Stanford’s Distinguished Career Institute (“DCI”) and has since become an investor board member and adviser at DCI in the topics of ~~our~~digital ~~board~~transformation, innovation, technology and social entrepreneurship. Mr. Xavier received his bachelor’s degree in Economics from Universidade de Brasilia and completed his post-graduate studies in International Economics from Tohoku and Fukushima Universities in Japan. He also has a master’s degree in International Management from the American Graduate School of ~~directors~~International Management (Thunderbird), USA.

Mr. Xavier’s significant financial experience, particularly in management and senior executive roles at large financial institutions made him a valuable member of our board of directors.

Marcos Peigo ~~has~~ served as a director since July 2020 until the Closing. Mr. Peigo has served as an Operating Partner of Digital Colony, a global investment firm, and Chief Executive Officer and Board Member of Scala, the Latin American hyperscale data center platform of Digital Colony, since April 2020. Prior to this, Mr. Peigo was Vice President of Value Creation at IBM Latin America from 2018 to April 2020, and before that was the Chief Operating Officer at UOL Diveo Tecnologia Ltda. from 2012 to 2017. From 2004 to 2013, Mr. Peigo served as the Chief Executive Officer of Solvo Serviços de Informática S.A and from 2002 to 2007, he served as a Board Member of Automatos International Ltd. In 2014, Mr. Peigo founded Lemniscata Ventures, a privately held advisory and investment firm. Mr. Peigo studied Electrical Engineering and Economics at Pontificia Universidade Catolica de Sao Paulo.

Mr. Peigo’s significant experience in the technology and infrastructure-focused sector in Brazil gave our board of directors increased insight into broader industries when considering target business for our initial Business Combination.

Wolney Edirley Goncalves Betiol served as a director since July 2021 until the Closing. Mr. ~~Peigo’s~~ ~~significant~~Betiol ~~experience~~is an entrepreneur, an investor, and a business leader with more than 30 years in technology industry. In 1990, he co-founded Bematech, which became one of the ~~technology~~largest Brazilian companies focused on retail automation solutions, took the company public in 2007 and ~~infrastructure-~~led the process of merging the company with Totvs, one of the largest IT companies in Latin America in 2015. Also in 2015, Mr. Betiol founded Synapse Venture Capital, a global investment firm focused ~~sector~~on investing in innovative companies and venture capital funds, strengthening the ties between Silicon Valley and Brazil. ~~will~~Mr. ~~give~~Betiol ~~our~~holds ~~board~~an ofElectrical ~~directors~~and ~~increased~~Electronic ~~insight~~Engineer ~~into~~degree ~~broader~~from ~~industries~~Cefet/PR. ~~when~~Mr. ~~considering~~Betiol ~~target~~also ~~business~~has ~~for~~a ~~our~~master’s ~~initial~~degree ~~Business~~in ~~Combination~~Computer Science from UTFPr an MBA from Fundação Getulio Vargas.

Mr. Betiol’s significant experience as business technology industry of Brazil made him a valuable member of our board of directors.

Wolney Edirley Goncalves Betiol has served as a director since July 2021. Mr. Betiol is an entrepreneur, an investor, and a business leader with more than 30 years in technology industry. In 1990, he co-founded Bematech, which became one of the largest Brazilian companies focused on retail automation solutions, took the company public in 2007 and led the process of merging the company with Totvs, one of the largest IT companies in Latin America in 2015. Also in 2015, Mr. Betiol founded Synapse Venture Capital, a global investment firm focused on investing in innovative companies and venture capital funds, strengthening the ties between Silicon Valley and Brazil. Mr. Betiol holds an Electrical and Electronic Engineer degree from Cefet/PR. Mr. Betiol also has a master’s degree in Computer Science from UTFPr an MBA from Fundação Getulio Vargas.12

Mr. Betiol’s significant experience as business technology industry of Brazil will make him a valuable member of our board of directors.

Rafael Salvador Grisolia has served as a director since July 2021. Mr. Grisolia is a senior executive with over 20 years of experience in high leadership positions or as an executive officer in large Brazilian companies. He was most recently the Chief Executive Officer of BR Distribuidora S.A., from 2019 to January 2021, and prior to that served as CFO and IRO of Petroleo Brasileiro S.A. since 2018. He was CFO and IRO of Petrobras Distribuidora S.A. from 2017 to 2018 and CFO and IRO of InBrands S.A. from 2013 to 2017. Prior to this, he was an executive officer of many large Brazilian companies, including Cosan, Cremer Group, Trigo Group and Esso (ExxonMobil). Mr. Grisolia has extensive experience in successfully coordinating privatization processes, turnarounds, M&A’s and IPO’s for large and well-known Brazilian companies. He was certified by IBGC (Brazilian Institute of Corporate Governance), having participated in the Board of Directors of PDG Realty, a Brazilian real estate developer and IBP, the Brazilian Institute of Oil & Gas.

Mr. Grisolia’s extensive experience as an executive officer coordinating Brazilian M&A transactions will make him a valuable member of our board of directors.

Salete Pinheiro has served as a director since July 2020. Ms. Pinheiro has been a member of the Fiscal Board of BR Distribuidora S.A. and Jereissati Participações S.A. (each a public company) from September 2019 and August 2020, respectively, to the present. Ms. Pinheiro has also been the Coordinator of the Audit Committee of HDI Seguros S.A. and Icatu Seguros S.A. (each an insurance company) and member of Banco Nacional de Desenvolvimento Econômico e Social – BNDES from 2020 to the present. Ms. Pinheiro also worked for PricewaterhouseCoopers from 1979 to 2018, including 23 years as an Audit Partner. Ms. Pinheiro holds a bachelor’s degree in Accounting and obtained her MBA from IBMEC.

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MsRafael Salvador Grisolia served as a director since July 2021 until the Closing. ~~Pinheiro’s~~ ~~significant~~Mr. Grisolia is a senior executive with over 20 years of experience ~~serving~~in high leadership positions or as an ~~auditor~~executive ~~for~~officer in large Brazilian companies. ~~across~~He was most recently the Chief Executive Officer of BR Distribuidora S.A., from 2019 to January 2021, and prior to that served as CFO and IRO of Petroleo Brasileiro S.A. since 2018. He was CFO and IRO of Petrobras Distribuidora S.A. from 2017 to 2018 and CFO and IRO of InBrands S.A. from 2013 to 2017. Prior to this, he was an executive officer of many ~~decades~~large Brazilian companies, including Cosan, Cremer Group, Trigo Group and Esso (ExxonMobil). Mr. Grisolia has extensive experience in asuccessfully ~~diverse~~coordinating ~~array~~privatization processes, turnarounds, M&A’s and IPO’s for large and well-known Brazilian companies. He was certified by IBGC (Brazilian Institute of ~~industries~~Corporate Governance), having participated in ~~Brazil~~the ~~will~~Board ~~make~~of ~~her~~Directors of PDG Realty, a ~~valuable~~Brazilian ~~member~~real ofestate ~~our~~developer ~~board~~and IBP, the Brazilian Institute of ~~directors~~Oil & Gas.

Mr. Grisolia’s extensive experience as an executive officer coordinating Brazilian M&A transactions made him a valuable member of our board of directors.

~~Director~~Salete ~~Independence~~Pinheiro has served as a director since July 2020 until the Closing. Ms. Pinheiro has been a member of the Fiscal Board of BR Distribuidora S.A. and Jereissati Participações S.A. (each a public company) from September 2019 and August 2020, respectively, to the present. Ms. Pinheiro has also been the Coordinator of the Audit Committee of HDI Seguros S.A. and Icatu Seguros S.A. (each an insurance company) and member of Banco Nacional de Desenvolvimento Econômico e Social - BNDES from 2020 to the present. Ms. Pinheiro also worked for PricewaterhouseCoopers from 1979 to 2018, including 23 years as an Audit Partner. Ms. Pinheiro holds a bachelor’s degree in Accounting and obtained her MBA from IBMEC.

Ms. Pinheiro’s significant experience serving as an auditor for companies across many decades in a diverse array of industries in Brazil made her a valuable member of our board of directors.

The rules of the NYSE require that a majority of our board of directors be independent within one year of our Initial Public Offering. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have four “independent directors” as defined in the NYSE rules and applicable SEC rules. Our board has determined that each of Marcos Peigo, Rafael Salvador Grisolia, Wolney Betiol, and Salete Pinheiro is an independent director under applicable SEC and NYSE rules.

Number, Terms of Office and Appointment of Directors and Officers

Our board of directors consists of seven members. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman (or Co-Chairmen, if applicable), a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Committees of the Board of Directors

~~Our~~As of December 31, 2022 and until the Closing, our board of directors ~~has~~had three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Each of our audit committee, compensation committee and the nominating and corporate governance committee are composed solely of independent directors. Each committee operates under a charter that was approved by our board of directors and has the composition and responsibilities described below. ~~The charter of each committee is available on our website.~~

Audit Committee

~~The~~As of December 31, 2022 and until the Closing the members of our audit committee ~~are~~were Salete Pinheiro, Rafael Salvador Grisolia and Marcos Peigo. Salete Pinheiro ~~serves~~served as chairman of the audit committee.

Each member of the audit committee was financially literate and our board of directors has determined that Salete Pinheiro qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The audit committee’s duties, which were specified in our audit committee charter, included, but were not limited to:

Each member of the audit committee is financially literate and our board of directors has determined that Salete Pinheiro qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

●

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

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●

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

●

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

●

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

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● setting clear hiring policies for employees or former employees of the independent registered public accounting firm and independent auditors;

●

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●

obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

●

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

●

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

●

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

~~The~~As of December 31, 2022 and until the Closing, the members of our compensation committee ~~are~~were Wolney Betiol, Marcos Peigo and Salete Pinheiro. Marcos Betiol ~~serves~~served as chairman of the compensation committee.

The compensation committee’s duties included, but were not limited to:

We adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

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●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

●

producing a report on executive compensation to be included in our annual proxy statement; and

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or

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any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC.

Nominating and Corporate Governance Committee

~~The~~As of December 31, 2022 and until the Closing the members of our nominating and corporate governance committee ~~are~~were Marcos Peigo, Rafael Salvador Grisolia and Wolney Betiol. Marcos Peigo ~~serves~~served as chair of the nominating and corporate governance committee.

The nominating and corporate governance committee’s duties included, but were not limited to:

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

●

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors;

●

developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

●

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the Company; and

●

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors.

Code of Ethics

WePrior ~~have~~to ~~adopted~~Closing, we maintained a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. We have also filed a copy of our form of our Code of Ethics as an exhibit to this Annual Report. We have also posted a copy of our Code of Ethics and the charters of our audit committee, compensation committee and nominating and corporate governance committee on our website hpxcorp.com under “Corporate Governance.” Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

● duty to act in good faith in what the director or officer believes to be in the best interests of the ~~company~~Company as a whole;

●

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

●

duty to not improperly fetter the exercise of future discretion;

●

duty to exercise powers fairly as between different sections of shareholders;

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● duty not to put themselves in a position in which there is a conflict between their duty to the ~~company~~Company and their personal interests; and

●

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience which that director has.15

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In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and the general knowledge, skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Our management team, in their capacities as members, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential Business Combinations to the related entities described above, current or future entities affiliated with or managed by our Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties.

Each of our directors and officers presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a Business Combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such Business Combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis. Our directors and officers are also 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 identifying potential Business Combinations and monitoring the related due diligence. See “Risk Factors — Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue Business Combination opportunities or complete our initial Business Combination.

Potential investors should also be aware of the following potential conflicts of interest:

● None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

● In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “— Directors, Executive Officers and Corporate Governance.”

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● Our initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the consummation of our initial Business Combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares if we fail to consummate our initial Business Combination within 24 months after the closing of the Initial Public Offering or during any Extension Period. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to consummate our initial Business Combination within the prescribed time frame. If we do not complete our initial Business Combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Warrants will expire worthless. With certain limited exceptions, the Founder Shares will not be transferable, assignable or salable by our initial shareholders until the earlier of: (1) one year after the completion of our initial Business Combination; and (2) subsequent to our initial Business Combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination or (y) the date on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of our Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the Private Placement Warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our initial Business Combination. Since our Sponsor and directors and officers may directly or indirectly own ordinary shares and warrants, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.

● Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular Business Combination.

● Our directors and officers may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial Business Combination.

● The conflicts described above may not be resolved in our favor.

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Accordingly, as a result of multiple business affiliations, our directors and officers have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Below is a table summarizing the entities to which our directors and officers currently have fiduciary duties or contractual obligations:

Individual Entity Entity’s Business Affiliation Bernardo Hees Avis Budget Group, Inc. Mobility and Car Rental Chairman of the Board Bunge Ltd. Agribusiness and Food Director Carlos Piani Equatorial Energia S.A. Utilities Chairman of the Board Vibra S.A. Fuel Distribution Director Rodrigo Xavier N/A N/A N/A Marcos Peigo Scala Data Centers S.A. Data Center Platform Chief Executive Officer and Board Member Dyn DC Data Centers e Participacoes S.A. Data Center Platform Chief Executive Officer Lemniscata Ventures Investment Advisory Founder Rafael Grisolia N/A N/A N/A Wolney Betiol Synapse Venture Capital Investment Firm Payments Founder EBANX S.A. Payments Consulting Board Member Salete Pinheiro Vibra S.A. Petroleum Derivatives and Biofuels Fiscal Board Member Jereissati Participações S.A. Holding Company; Primarily Telecommunication Audit Committee Member HDI Seguros S.A. Insurance Audit Committee Member Icatu Seguros S.A. Insurance Audit Committee Member

Accordingly, if any of the above directors or officers become aware of a Business Combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to identify and pursue Business Combination opportunities or complete our initial Business Combination.

We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, directors or officers. In the event we seek to complete our initial Business Combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such an initial Business Combination is fair to our Company from a financial point of view.

In addition, our Sponsor or any of its affiliates may make additional investments in the Company in connection with the initial Business Combination, although our Sponsor and its affiliates have no obligation or current intention to do so. If our Sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our Sponsor’s motivation to complete an initial Business Combination.

In the event that we submit our initial Business Combination to our Public Shareholders for a vote, our initial shareholders, directors and officers have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares (and their permitted transferees will agree) and Public Shares held by them in favor of our initial Business Combination.

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Item 11. Executive Compensation.

None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities were listed on the NYSE through the ~~earlier of consummation of our initial Business Combination and our liquidation~~Closing, we ~~pay~~paid our Sponsor a total of $10,000 per month for office space, administrative and support services. Our Sponsor, directors and officers, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee reviews on a quarterly basis all payments that are made by us to our Sponsor, directors, officers or our or any of their respective affiliates. On June 25, 2020, our Sponsor transferred 20,000 Founder Shares to each of our independent directors at their original per-share purchase price.

We were not party to any agreements with our directors and officers that provide for benefits upon termination of employment.

After the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed Business Combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial Business Combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial Business Combination should be a determining factor in our decision to proceed with any potential Business Combination.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table sets forth information regarding the beneficial ownership of our ordinary shares available to us at ~~April~~December 1431, 2022 by:

●

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

●

each of our executive officers and directors; and

●

all our executive officers and directors as a group.

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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these warrants are not exercisable within 60 days of ~~April~~December 1431, 2022.


	Class A Ordinary Shares			Class B Ordinary Shares(2)
		Approximate			Approximate
		Percentage of Class			Percentage of Class
		Issued and			Issued and
	Beneficially	Outstanding		Beneficially	Outstanding
Name and Address of Beneficial Owner (1)	Owned	Ordinary Share		Owned	Ordinary Share
HPX Capital Partners LLC (our Sponsor)(3)	—	—		6,245,000	19.8	%
Bernardo Hees(3)	—	—		6,245,000	19.8	%
Carlos Piani(3)	—	—		6,245,000	19.8	%
Rodrigo Xavier(3)	—	—		6,245,000	19.8	%
Marcos Peigo	—	—		20,000	*
Wolney Betiol	—	—		20,000	*
Salete Pinheiro	—	—		20,000	*
Glazer Capital, LLC(4)	2,036,266	8.1	%	—	—
James A. & Margaret M. Ruffalo(4)	272,810	12.5	%	—	—
Periscope Capital Inc.(5)	1,466,700	5.8	%	—	—
Meteora Capital, LLC.(5)	174,719	8.0	%	—	—
Sharp Capital Gestora de Recursos Ltda.(6)	1,433,300	5.7	%	—	—
Mizuno Financial Group, Inc.(6)	123,794	5.8	%	—	—
Sculptor Capital LP(7)	1,268,373	5.0	%	—	—
All directors and officers as a group (six individuals)	—	—		6,305,000	19.9	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o HPX Corp., 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801.

(2) Interests shown consist solely of Founder Shares, classified as Class B ordinary shares. Such ordinary shares ~~will~~converted ~~convert~~ into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities” in our prospectus filed with the SEC pursuant to Rule 424(b)(4) (File Nos. 333-239486 and 333-239882).

(3)	HPX Capital Partners LLC, our Sponsor, is the record holder of the Class B ordinary shares reported herein. The managers of our Sponsor, Messrs. Hees, Piani and Xavier, by virtue of their shared control over our Sponsor, may be deemed to beneficially own shares held by our Sponsor.

(4) According to aForm ~~Schedule~~4/A ~~13G~~ filed ~~with the SEC~~ on ~~February~~January 1430, ~~2022,~~2023 ~~each~~filed ofon ~~Glazer~~behalf ~~Capital,~~of ~~LLC~~James ~~and Paul J~~A. ~~Glazer~~& ~~may~~Margaret beM. ~~deemed~~Ruffalo ~~to have shared voting~~ and ~~dispositive~~the ~~power~~James ~~with regard to 2,036,266 Class~~ A. ~~ordinary~~Ruffalo ~~shares of the Company~~IRA. The business address ~~for each~~ is ~~250~~2800 ~~West~~S. ~~55th~~Ocean ~~Street~~Blvd., ~~Suite~~apt. ~~30A~~20F, ~~New~~Boca ~~York~~Raton, ~~New~~FL ~~York 10019~~33432.

(5) According to a Schedule 13G filed with the SEC on ~~February~~January 1427, ~~2022,~~2023 ~~Periscope~~filed ~~Capital~~on ~~Inc.~~behalf ~~may~~Meteora ~~be deemed to have shared voting and dispositive power with regard to 1~~Capital,~~466,700~~ ~~Class A ordinary shares of the Company~~LLC. The business address is ~~333~~840 ~~Bay~~Park ~~Street,~~Drive ~~Suite 1240~~East, ~~Toronto,~~Boca ~~Ontario~~Raton, ~~Canada~~FL ~~M5H 2R2~~33444.

(6) According to a Schedule 13G filed with the SEC on February 1016, ~~2022,~~2023 ~~each~~filed ofon ~~Sharp~~behalf ~~Capital~~of ~~Gestora~~Mizuno deFinancial ~~Recursos Ltda. and Ivan Guetta may be deemed to have shared voting and dispositive power with regard to 1~~Group,~~433,300~~ ~~Class A ordinary shares of the Company~~Inc. The business address ~~for each~~ is ~~Borges de Medeiros Avenue~~1–5–5, ~~Number 633~~Otemachi, ~~Office Number 202~~Chiyoda–ku, ~~Rio~~Tokyo ~~de Janeiro~~100–8176, ~~22430-041, Brazil~~Japan.

(7) According to a Schedule 13G filed with the SEC on February 3, 2022, each of Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp., Sculptor Capital Holding II LLC, and Sculptor Capital Management, Inc. may be deemed to have shared voting and dispositive power with regard to 1,268,373 Class A ordinary shares of the Company. The business address for each is 9 West 57th Street, New York, New York 10019.

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Our initial shareholders beneficially own 20% of the then issued and outstanding ordinary shares and have the right to appoint all of our directors prior to our initial Business Combination as a result of holding all of the Founder Shares. Holders of our Public Shares will not have the right to appoint any directors to our board of directors prior to our initial Business Combination. In addition, because of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions.

Founder Shares

On April 8, 2020, the Sponsor purchased 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $25,000. On June 25, 2020, the Sponsor transferred 20,000 Founder Shares to each of its independent directors at their original per-share purchase price. On July 15, 2020, the Company 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 the Company for no consideration and, as a result, since then the initial shareholders hold an aggregate of 6,305,000 Founder Shares. All share and per-share amounts have been ~~restated~~retroactively rested to reflect the share capitalization. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised, so that the Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option on July 16, 2020, no Founder Shares are currently subject to forfeiture.

On July 23, 2021, Marco Kheirallah and Wolney Betiol entered into a Securities Assignment Agreement, whereby Mr. Kheirallah transferred and assigned 20,000 Founder Shares to Mr. Betiol. On July 23, 2021, Rafael Grisolia entered into a Director Restricted Stock Unit Award Agreement with the Company providing for the grant of 20,000 restricted stock units (“RSUs”) to Mr. Grisolia, which RSUs will vest upon the consummation of the Company’s initial Business Combination and represent 20,000 non-redeemable Class A ordinary shares of the Company. Other than as described above, Mr. Betiol and Mr.Grisolia will not be compensated by the Company for their services as directors and they have not entered into an employment agreement with the Company.17

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On July 23, 2021, Marco Kheirallah and Wolney Betiol entered into a Securities Assignment Agreement, whereby Mr. Kheirallah transferred and assigned 20,000 Founder Shares to Mr. Betiol. On July 23, 2021, Rafael Grisolia entered into a Director Restricted Stock Unit Award Agreement with the Company providing for the grant of 20,000 restricted stock units (“RSUs”) to Mr. Grisolia, which RSUs will vest upon the consummation of the Company’s initial Business Combination and represent 20,000 Class A ordinary shares of the Company. Other than as described above, Mr. Betiol and Mr.Grisolia will not be compensated by the Company for their services as directors and they have not entered into an employment agreement with the Company.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,060,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant from the Company in a Private Placement, for an aggregate purchase price of $7,060,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or any Extension Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

If we do not complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of our Public Shares, subject to the requirements of applicable law, and the Private Placement Warrants will expire worthless.

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Registration Rights

Pursuant to a registration rights agreement entered into on July 15, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A Ordinary Shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Concurrently with the execution of the Business Combination Agreement the Company entered into the Investor Rights Agreement, which became effective as of the Closing and amended and restated in its entirety the Company’s existing Registration Rights Agreement.

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Related Party Notes

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. InAs ~~the~~of ~~event~~December ~~that~~31, a2022, ~~Business~~2021 ~~Combination~~and ~~does not close~~2020, ~~the~~there ~~Company~~were ~~may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but~~ no ~~proceeds~~amounts ~~held~~outstanding inunder the ~~Trust Account would be used to repay the~~ Working Capital Loans.

Administrative Services Agreement

The Company entered into an agreement whereby, commencing on July 16, 2020, the Company will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. ~~For~~As ~~the~~of ~~year ended~~ December 31, 2022 and 2021, ~~the~~there ~~Company~~was ~~incurred~~$295,000 and $~~120~~175,000, inrespectively, of such fees ~~for~~included ~~these~~within ~~services.~~accrued ~~For~~expenses in the ~~period~~accompanying ~~from~~balance ~~March~~sheets. 20In January and February 2023, ~~2020~~the ~~(inception)~~Company toaccrued ~~December~~additional ~~31,~~fees ~~2020,~~in the ~~Company~~amount ~~incurred~~of $5520,000, inbringing ~~fees~~the ~~for~~total ~~these~~fees ~~services~~to $315,000. AsAt ofthe ~~December 31~~Closing, ~~2021~~the ~~and~~entire ~~2020,~~outstanding ~~there~~amount ~~was~~owed ~~$175,000~~under ~~and~~the ~~$55,000,~~Administrative ~~respectively,~~Services ofAgreement ~~such~~was ~~fees~~forgiven ~~included~~pursuant ~~within~~to ~~accrued~~the ~~expenses~~terms inof the ~~balance~~Debt ~~sheets~~Forgiveness ~~included~~Agreement on(as ~~this~~defined ~~Form~~below). ~~10-K~~See “— Debt Forgiveness Agreement.”.

Advances

The Sponsor advanced the Company an aggregate of $10,000 to cover expenses related to the Initial Public Offering. The advances were non-interest bearing and due on demand. The outstanding advances of $10,000 were repaid in full on June 25, 2020.

Promissory ~~Note~~Notes

On April 8, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 and (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $300,000 was repaid in full at the closing of the Initial Public Offering on July 20, 2020. ~~As of December 31, 2021 and 2020, there were no amounts outstanding under the Working Capital Loans.~~

On August 11, 2021, the Sponsor committed to provide us an aggregate of $150,000 in loans. On February 21, 2022, the Sponsor committed to provide us with an additional $755,000 in loans. 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 we do not consummate a business combination, all amounts loaned to us in connection with these loans will be forgiven except to the extent that we have funds available to it outside of the Trust Account.

On August 11, 2021, the Sponsor committed to provide the Company an aggregate of $150,000 in loans for working capital purposes. On February 21, 2022, the Sponsor committed to provide the Company with an additional $755,000 in loans for working capital purposes, bring the total commitment amount to $905,000. On June 24, 2022, the Sponsor loaned to the Company an aggregate of $700,000 for working capital purposes. On November 30, 2022, the Sponsor loaned to the Company an additional aggregate of $205,000 for working capital purposes. On January 17, 2023, under the terms of an additional promissory note entered into between the Company and the Sponsor on the same date, pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000, the Sponsor loaned to the Company an additional $410,000 for working capital purposes, bringing the total commitment amount to $1,315,000. These loans were evidenced by two promissory notes (“Promissory Notes”) which were non-interest bearing and payable upon the consummation by the Company of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants. As of December 31, 2022, $905,000 were outstanding under such loan.

58The outstanding amount as of December 31, 2022 and the additional amounts incurred in January 17, 2023, were substantially forgiven, and the balance repaid, on the Closing Date. In March 2023, a total of $121,650 was repaid on the working capital loans and $1,168,548 was forgiven by the Sponsor. See “Item 13. Certain Relationships And Related Party Transactions— Debt Forgiveness Agreement.”

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~~Commitment~~Sponsor Letter Agreement

OnConcurrently ~~August~~with 11the execution of the Business Combination Agreement, ~~2021~~the Company, AMBI, Emergencia, the Sponsor ~~committed~~and the Insiders have entered into the Sponsor Letter Agreement pursuant to ~~provide~~which the ~~Company~~parties anthereto ~~aggregate~~have ofagreed ~~$150,000~~(i) to amend and restate in ~~loans~~its ~~for~~entirety ~~working~~the ~~capital~~current ~~purposes.~~sponsor Onletter ~~February~~agreement 21dated as of July 15,~~2022~~ 2020 by and among the Company, the Sponsor ~~committed~~and tothe ~~provide~~other parties thereto (ii) that the ~~Company~~Sponsor ~~with~~and anInsiders ~~additional~~will ~~$755~~not redeem any outstanding Founder Shares,~~000~~ in ~~loans~~connection ~~for~~with ~~working~~the ~~capital~~transactions ~~purposes,~~contemplated ~~bring~~in the ~~total~~Business ~~commitment~~Combination ~~amount~~Agreement or any extension of the deadline by which the Company is required to ~~$905~~consummate its business combination,~~000.~~ ~~These~~(iii) ~~loans~~that the Sponsor and Insiders will be ~~non-interest~~present ~~bearing~~for the relevant meeting and vote all of their Founder Shares in favor of the Business Combination Agreement, ~~unsecured~~the transactions contemplated pursuant thereto and ~~will~~the other matters contemplated to be ~~repaid~~approved ~~upon~~in the ~~consummation~~Business Combination Agreement, including an extension of athe ~~Business~~deadline ~~Combination.~~by Ifwhich the Company ~~does~~must ~~not~~complete ~~consummate~~its a business combination, ~~all~~(iv) ~~amounts~~that, ~~loaned~~prior to the ~~Company~~Closing, inthe ~~connection~~Sponsor ~~with~~and ~~these~~Insiders ~~loans~~ will benot ~~forgiven~~transfer any Founder Shares or the Company Private Placement Warrants except as permitted thereby, and (v) to give effect to the ~~extent~~Sponsor Recapitalization (as detailed below), such that, immediately prior to the ~~Company~~First ~~has~~Effective ~~funds~~Time, ~~available~~there shall cease to itbe ~~outside~~outstanding ofany ~~its~~the ~~Trust~~Class ~~Account.~~B AtOrdinary ~~December~~Shares. 31In addition, ~~2021~~conditioned ~~and~~upon ~~through~~the ~~filing~~consummation ~~date~~ of ~~this~~the ~~Annual~~Merger, ~~Report~~the onSponsor ~~Form~~and 10Insiders waived certain anti-K,dilution noprotection ~~amount~~provisions ~~was~~contained ~~drawn~~in ~~under~~the ~~this~~Existing ~~agreement~~Governing Documents.

Immediately prior to consummation of the First Merger, the Sponsor and the Insiders transferred all of their right, title and interest in, to and under each of their 6,305,000 outstanding the Class B Ordinary Shares (6,245,000 of which were held by the Sponsor) and each of the 7,060,000 the Company Private Placement Warrants to purchase one the Company Class A Ordinary Share (all such the Company Private Placement Warrants were held by the Sponsor), and in exchange therefore, the Company issued (x) to the Sponsor 1,836,100 the Company Class A Ordinary Shares and 676,707 the Company Private Placement Warrants, each free and clear of liens, and (y) to each Insider a number of the Company 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”).

Debt Forgiveness Agreement

On the Closing Date, the Sponsor and the Company entered into a debt forgiveness agreement (the “Debt Forgiveness Agreement”) pursuant to which, effective as of Closing and immediately prior to the First Effective Time, the Sponsor irrevocably, unconditionally and for no payment waived, forgave, settled and extinguished an outstanding amount of approximately $1.5 million due by HPX to the Sponsor in connection with the Promissory Notes and the Administrative Services Agreement. The balance of $0.1 million due in connection with the Promissory Notes and the Administrative Services Agreement was repaid in full at Closing.

Investor Rights Agreement

Concurrently with the execution of the Business Combination Agreement, AMBI, the Sponsor, Ambipar, Opportunity Agro Fund and certain other shareholders of the Company 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, AMBI 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 AMBI subsequent to the Closing. AMBI 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 AMBI that it will not “review” the registration statement or 90 days if the SEC notifies AMBI 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 AMBI, in the case of certain directors of the Company, 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 AMBI shareholder provides written notice to AMBI or (ii) (A) if such AMBI shareholder is an individual, by virtue of laws of descent and distribution upon death of the individual, (B) if such AMBI 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 AMBI’s shareholders having the right to exchange

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their AMBI Ordinary Shares or other equity securities of AMBI for cash, securities or other property; provided that in connection with any transfer of such securities pursuant to clause (ii) above, (x) such AMBI 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 AMBI, 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.

Finally, pursuant to the Subscription Agreements with the PIPE Investors and the Cygnus Subscription Agreement with Cygnus Fund Icon, as the case may be, we have agreed that we will:

●

file within 30 calendar days after the closing of the Business Combination a registration statement with the SEC for a secondary offering of the AMBI Class A Ordinary Shares;

●

use commercially reasonable efforts to cause such registration statement to be declared effective promptly thereafter, but in no event later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the registration statement) after closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review, as the case may be; and

●

maintain the effectiveness of such registration statement until the earliest of (i) the second anniversary of the effectiveness of the registration statement, (ii) the date on which the PIPE Investors or Cygnus Fund Icon, as the case may be, cease to hold any ordinary shares issued pursuant to the Subscription Agreements or Cygnus Subscription Agreement, as the case may be, or (iii) on the first date on which the subscription investors can sell all of their shares issues pursuant to the subscription agreements (or shares received in exchange therefor) under Rule 144 of the Securities Act without limitation as to the manner of sale or amount of such securities that may be sold.

Item 14. Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered in connection with the Initial Public Offering, the ~~audits~~audit of our annual financial statements, ~~reviews~~review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the ~~year~~years ended December 31, ~~2021~~2022 and ~~for~~2021 ~~the period from March 20, 2020 (inception) through December 31, 2020~~ totaled $94280,~~760~~418 and $7494,~~000,~~760 respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the ~~year~~years ended December 31, 2022, December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020.

Tax Fees. We did not pay Marcum for tax planning and tax advice for the ~~year~~years ended December 31, 2022, December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020.

All Other Fees. We did not pay Marcum for other services for the ~~year~~years ended December 31, 2022, December 31, 2021 and for the period from March 20, 2020 (inception) through December 31, 2020.

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Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

PART IV.

Item 15. Exhibits, ~~and~~ Financial Statement Schedules.

(a)

The following documents are filed as part of this Form 10-K:

(1)

Financial Statements:

5922

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HPX CORP.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)	F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)	F-1
Financial Statements:
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Changes in Shareholders’ Deficit	F-4
Statements of Cash Flows	F-5
Notes to the Financial Statements	F-6 to F-19
Notes to Financial Statements	F-6 to F-25

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To ~~the~~Those ~~Shareholders~~Charged ~~and~~with ~~Board~~Governance of ~~Directors~~HPX ~~ofHPX~~ Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of HPX Corp. (the “Company”) as of December 31, ~~2021~~2022 and ~~2020~~2021, the related statements of operations, changes in shareholders’ deficit and cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~December~~two ~~31,~~years ~~2021~~in ~~and for~~ the period ~~from~~ended ~~March 20, 2020 (inception) through~~ December 31, ~~2020~~2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2021~~2022 and ~~2020~~2021, and the results of its operations and its cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~December~~two ~~31,~~years ~~2021~~in ~~and for~~ the period ~~from~~ended ~~March 20, 2020 (inception) through~~ December 31, ~~2020~~2022, in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory~~Basis ~~Paragraph~~for ~~– Going Concern~~Opinion

~~The~~These ~~accompanying~~ financial statements ~~have~~are ~~been~~the ~~prepared~~responsibility ~~assuming~~of ~~that~~ the Company’s ~~will continue as a going concern~~management. AsOur ~~more~~responsibility ~~fully~~is ~~described~~to inexpress ~~Note~~an 1opinion toon the ~~financial statements, the~~ Company’s ~~ability~~financial tostatements ~~execute~~based ~~its~~on ~~business~~our ~~plan~~audits. isWe ~~dependent~~are ~~upon the consummation of~~ a ~~business~~public ~~combination~~accounting ~~and~~firm itregistered ~~lacks~~with the ~~financial~~Public ~~resources~~Company itAccounting ~~needs~~Oversight toBoard ~~sustain~~(United ~~operations~~States) ~~for~~(the a“PCAOB”) ~~reasonable~~and ~~period~~are ofrequired ~~time, which is considered~~ to be ~~one~~independent ~~year~~with ~~from~~respect ~~the~~to ~~issuance date of~~ the ~~financial statements. Further, if the~~ Company ~~does~~in ~~not~~accordance ~~complete~~with ~~a business combination by July 20, 2022, or obtain approval for an extension of this deadline, it will be required to cease all operations except for~~ the ~~purpose of liquidating~~U.S. ~~These~~federal ~~conditions~~securities ~~raise~~laws ~~substantial~~and ~~doubt about~~ the ~~Company's~~applicable ~~ability~~rules toand ~~continue~~regulations asof athe ~~going~~Securities ~~concern.~~and ~~Management’s~~Exchange ~~plans~~Commission ~~with~~and ~~regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from~~ the ~~outcome of this uncertainty~~PCAOB.

~~Basis~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for ~~Opinion~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~These~~Our ~~financial~~audits ~~statements~~included ~~are~~performing procedures to assess the ~~responsibility~~risks of ~~the~~material ~~Company’s~~misstatement ~~management.~~of ~~Our~~the ~~responsibility~~financial isstatements, towhether ~~express~~due anto ~~opinion~~error onor ~~the~~fraud, ~~Company’s~~and ~~financial~~performing ~~statements~~procedures ~~based~~that onrespond ~~our~~to ~~audits~~those risks. WeSuch ~~are~~procedures aincluded ~~public~~examining, ~~accounting~~on ~~firm~~a ~~registered~~test ~~with~~basis, evidence regarding the ~~Public~~amounts ~~Company~~and ~~Accounting~~disclosures ~~Oversight~~in ~~Board~~the ~~(United~~financial ~~States)~~statements. ~~(“PCAOB”)~~Our ~~and~~audits ~~are~~also ~~required~~included toevaluating bethe ~~independent~~accounting ~~with~~principles ~~respect~~used toand ~~the~~significant ~~Company~~estimates inmade ~~accordance~~by ~~with~~management, ~~the~~as ~~U.S.~~well ~~federal~~as ~~securities~~evaluating ~~laws~~the ~~and~~overall presentation of the ~~applicable~~financial ~~rules~~statements. ~~and~~We ~~regulations~~believe ofthat ~~the~~our ~~Securities~~audits ~~and~~provide ~~Exchange~~a ~~Commission~~reasonable ~~and~~basis ~~the~~for ~~PCAOB~~our opinion.

We/S/ ~~conducted~~Marcum our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.LLP

~~Our~~Marcum audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.LLP

/We have served as the Company’s/ ~~Marcum~~auditor ~~LLP~~since 2020.

~~Marcum~~New ~~LLP~~York, NY

WeJuly ~~have~~26, ~~served as the Company’s auditor since 2020.~~2023

~~New York, NY~~

F-1

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~~F-1~~HPX CORP.

~~Table~~BALANCE ofSHEETS ~~Contents~~

~~HPX CORP.~~

BALANCE SHEETS


	December 31,		December 31,
	2022		2021
ASSETS
Current assets
Cash	$	199,388	$	549,792
Prepaid expenses		87,500		99,402
Total Current Assets		286,888		649,194

Cash held in Trust Account		21,905,597		—
Marketable securities held in Trust Account		—		253,037,516
TOTAL ASSETS	$	22,192,485	$	253,686,710

LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	678,800	$	555,895
Accrued offering costs		159,880		159,880
Promissory note – related party		905,000		—
Total Current Liabilities		1,743,680		715,775

Deferred legal fees		5,243,712		—
Warrant liabilities		8,278,200		10,556,676
PIPE derivative liability		3,259,630		—
Deferred underwriting fee payable		—		8,855,000
Total Liabilities		18,525,222		20,127,451

Commitments and Contingencies (Note 6)

Shares Subject to Possible Redemption
Class A ordinary shares subject to possible redemption; 2,176,544 and 25,300,000 shares at redemption value of $10.06 and $10.00 per share as of December 31, 2022 and 2021, respectively		21,905,597		253,037,516

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 2,176,544 and 25,300,000 shares subject to possible redemption as of December 31, 2022 and 2021, respectively)		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,305,000 shares issued and outstanding as of December 31, 2022 and 2021		631		631
Additional paid-in capital		5,009,685		—
Accumulated deficit		(23,248,650)		(19,478,888)
Total Shareholders’ Deficit		(18,238,334)		(19,478,257)
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT	$	22,192,485	$	253,686,710


	December 31,		December 31,
	2021		2020
ASSETS
Current assets
Cash	$	549,792	$	1,132,050
Prepaid expenses		99,402		259,147
Total Current Assets		649,194		1,391,197

Marketable securities held in Trust Account		253,037,516		253,012,211
TOTAL ASSETS	$	253,686,710	$	254,403,408

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	555,895	$	134,297
Accrued offering costs		159,880		159,880
Total Current Liabilities		715,775		294,177

Warrant liabilities		10,556,676		21,089,700
Deferred underwriting fee payable		8,855,000		8,855,000
Total Liabilities		20,127,451		30,238,877

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; 25,300,000 shares at redemption value		253,037,516		253,012,211

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 25,300,000 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,305,000 and 6,325,000 shares issued and outstanding at December 31, 2021 and 2020, respectively		631		633
Accumulated deficit		(19,478,888)		(28,848,313)
Total Shareholders’ Deficit		(19,478,257)		(28,847,680)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	253,686,710	$	254,403,408

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

~~The accompanying notes are an integral part of the financial statements.~~F-2

Table of Contents

~~F-2~~HPX CORP.

~~Table~~STATEMENTS ofOF ~~Contents~~OPERATIONS

~~HPX CORP.~~

STATEMENTS OF OPERATIONS


	For the Years Ended
	December 31,
	2022		2021
Operating and formation costs	$	6,633,923	$	1,163,690
Loss from operations		(6,633,923)		(1,163,690)

Other income (expense):
Change in fair value of warrant liabilities		2,278,476		10,533,024
Change in fair value of PIPE derivative liability		(61,363)		—
Interest income from operating bank account		—		89
Interest earned on cash and marketable securities held in Trust Account		694,357		25,305
Other income		296,643		—
Total other income, net		3,208,113		10,558,418

Net (loss) income	$	(3,425,810)	$	9,394,728

Weighted average shares outstanding, Class A ordinary shares		15,650,470		25,300,000
Basic and diluted net (loss) income per ordinary share, Class A ordinary shares	$	(0.16)	$	0.30
Weighted average shares outstanding, Class B ordinary shares		6,305,000		6,305,055
Basic and diluted net (loss) income per ordinary share, Class B ordinary shares	$	(0.16)	$	0.30


			For the Period
			from March 20,
			2020
			(Inception)
	Year Ended		through
	December 31,		December 31,
	2021		2020
Operating and formation costs	$	1,163,690	$	314,723
Loss from operations		(1,163,690)		(314,723)

Other income (expense):
Change in fair value of warrant liabilities		10,533,024		(7,884,000)
Transaction costs allocable to warrants		—		(497,297)
Interest income from operating bank account		89		71
Interest earned on marketable securities held in Trust Account		25,305		12,211
Total other income (expense), net		10,558,418		(8,369,015)

Net income (loss)	$	9,394,728	$	(8,683,738)
Basic and diluted weighted average shares outstanding, Class A ordinary shares		25,300,000		14,507,692
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares	$	0.30	$	(0.43)
Basic and diluted weighted average shares outstanding, Class B ordinary shares		6,305,055		5,634,703
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	0.30	$	(0.43)

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

~~The accompanying notes are an integral part of the financial statements.~~F-3

Table of Contents

~~F-3~~HPX CORP.

~~Table~~STATEMENTS ofOF ~~Contents~~CHANGES IN SHAREHOLDERS’ DEFICIT

~~HPX CORP.~~

~~STATEMENTS~~FOR OFTHE ~~CHANGES~~YEARS INENDED ~~SHAREHOLDERS’~~DECEMBER ~~DEFICIT~~31, 2022 AND 2021


	Class A			Class B							Total
	Ordinary Shares			Ordinary Shares			Additional		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance – March 20, 2020 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Balance – December 31, 2020	—	$	—	6,325,000	$	633	$	—	$	(28,848,313)	$	(28,847,680)
Issuance of Class B ordinary shares to Sponsor	—		—	6,325,001		633		24,367		—		25,000
Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(25,305)		(25,305)
Cancellation of Class B ordinary share	—		—	(1)		—		—		—		—
Cancellation of Class B ordinary shares	—		—	(20,000)		(2)		—		2		—
Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(2,354,167)		(20,164,575)		(22,518,742)
Net income	—		—	—		—		—		9,394,728		9,394,728
Proceeds received in excess of fair value of Private Placement Warrants	—		—	—		—		2,329,800		—		2,329,800
Balance – December 31, 2021	—		—	6,305,000		631		—		(19,478,888)		(19,478,257)
Net loss	—		—	—		—		—		(8,683,738)		(8,683,738)
Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		(350,405)		(343,952)		(694,357)
Balance – December 31, 2020	—	$	—	6,325,000	$	633	$	—	$	(28,848,313)	$	(28,847,680)
Waived deferred underwriting fee payable	—		—	—		—		8,558,357		—		8,558,357
Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(25,305)		(25,305)
Initial measurement of PIPE derivative liability	—		—	—		—		(3,198,267)		—		(3,198,267)
Cancellation of Class B ordinary shares				(20,000)		(2)		—		2		—
Net loss	—		—	—		—		—		(3,425,810)		(3,425,810)
Net income	—		—	—		—		—		9,394,728		9,394,728
Balance – December 31, 2022	—	$	—	6,305,000	$	631	$	5,009,685	$	(23,248,650)	$	(18,238,334)
Balance – December 31, 2021	—	$	—	6,305,000	$	631	$	—	$	(19,478,888)	$	(19,478,257)

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

F-4

Table of Contents

HPX CORP.

STATEMENTS OF CASH FLOWS


			~~For the Period~~
			~~from March 20, 2020~~
			~~(Inception)~~
	~~Year~~For the Years Ended		~~Through~~
	December 31,		~~December 31,~~
	~~2021~~2022		~~2020~~2021
Cash Flows from Operating Activities:
Net income (loss)	$	9,394,728	$	(8,683,738)
Net (loss) income	$	(3,425,810)	$	9,394,728
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(25,305)		(12,211)
Change in fair value of warrant liabilities		(2,278,476)		(10,533,024)
Change in fair value of warrant liabilities		(10,533,024)		7,884,000
Change in fair value of PIPE derivative liability		61,363		—
Transaction costs allocable to warrants		—		497,297
Interest income on cash and marketable securities held in Trust Account		(694,357)		(25,305)
Changes in operating assets and liabilities:
Other income		(296,643)		—
Prepaid expenses		159,745		(259,147)
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		421,598		134,297
Prepaid expenses		11,902		159,745
Net cash used in operating activities		(582,258)		(439,502)
Accounts payable and accrued expenses		122,905		421,598
Deferred legal fees		5,243,712		—
Net cash used in operating activities		(1,255,404)		(582,258)

Cash Flows from Investing Activities
Investment of cash into Trust Account		—		(253,000,000)
Cash withdrawn from Trust Account in connection with redemption		231,826,276		—
Net cash used in investing activities		—		(253,000,000)
Net cash provided by investing activities		231,826,276		—

Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		—		25,000
Proceeds from promissory note – related party		905,000		—
Proceeds from sale of Units, net of underwriting discounts paid		—		247,940,000
Redemption of Class A ordinary shares		(231,826,276)		—
Proceeds from sale of Private Placement Warrants		—		7,060,000
Net cash used in financing activities		(230,921,276)		—
Advances from related party		—		10,000
Repayment of advances from related party		—		(10,000)
Proceeds from promissory note – related party		—		300,000
Repayment of promissory note – related party		—		(300,000)
Payment of offering costs		—		(453,448)
Net cash provided by financing activities		—		254,571,552

Net Change in Cash		(~~582~~350,~~258~~404)		1(582,~~132,050~~258)
Cash – Beginning		1549,~~132,050~~792		—1,132,050
Cash – Ending	$	~~549~~199,~~792~~388	$	1549,~~132,050~~792

Non-Cash Investing and Financing Activities:
Offering costs included in accrued offering costs	$	—	$	159,880
Remeasurement of Class A ordinary shares to redemption amount	$	694,357	$	25,305
Remeasurement of Class A ordinary shares to redemption amount	$	25,305	$	22,518,742
Waived deferred underwriting fee payable	$	(8,558,357)	$	—
Deferred underwriting fee payable	$	—	$	8,855,000
Initial measurement of PIPE derivative liability	$	3,198,267	$	—
Cancellation of Founder Shares	$	(2)		—
Cancellation of Class B ordinary shares	$	—	$	(2)

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

F-5

~~Table~~0Table of Contents

HPX ~~CORP~~Corp.~~NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2021 AND 2020~~

~~NOTE 1.~~Notes ~~DESCRIPTION~~to OFConsolidated ~~ORGANIZATION~~Financial ~~AND BUSINESS OPERATIONS~~Statements

~~HPX Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March~~NOTE ~~20, 2020~~1. ~~The~~DESCRIPTION ~~Company~~OF ~~was~~ORGANIZATION ~~formed~~AND ~~for~~BUSINESS the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (a “Business Combination”).OPERATIONS

~~Although~~HPX Corp. (the “Company”) is ~~not limited to~~ a ~~particular~~blank ~~industry~~check orcompany ~~sector~~incorporated ~~for~~as ~~purposes of consummating~~ a ~~Business~~Cayman ~~Combination,~~Islands ~~the~~exempted ~~Company~~company ~~intends to focus~~ on ~~businesses~~March 20, ~~in Brazil~~2020. The Company iswas anformed ~~early~~for ~~stage~~the ~~and~~purpose ~~emerging~~of ~~growth~~effecting ~~company~~a ~~and~~merger, asamalgamation, ~~such~~share exchange, ~~the~~asset ~~Company~~acquisition, isshare ~~subject~~purchase, toreorganization ~~all~~or ofother ~~the~~similar ~~risks~~business ~~associated~~combination with ~~early~~one ~~stage~~or ~~and~~more ~~emerging~~businesses ~~growth~~(a ~~companies~~“Business Combination”).

AsAlthough ~~of December 31, 2021,~~ the Company ~~had~~is not ~~commenced~~limited ~~any operations. All activity through December 31, 2021 relates~~ to ~~the~~a ~~Company’s~~particular ~~formation,~~industry ~~its~~or ~~initial~~sector ~~public~~for ~~offering~~purposes ~~(“Initial~~of ~~Public~~consummating ~~Offering”),~~a ~~which~~Business ~~is described below~~Combination, ~~and after~~ the ~~Initial~~Company ~~Public~~intends ~~Offering,~~to ~~the~~focus ~~search~~on ~~for~~businesses ain ~~target company for a Business Combination~~Brazil. The Company ~~will~~is ~~not~~an ~~generate~~early ~~any~~stage ~~operating~~and ~~revenues~~emerging ~~until~~growth ~~after~~company ~~the~~and, ~~completion~~as ~~of a Business Combination~~such, at the ~~earliest. The~~ Company ~~generates~~is ~~non-operating~~subject ~~income~~to inall ~~the form~~ of ~~interest income from~~ the ~~marketable~~risks ~~securities~~associated ~~held~~with inearly ~~the~~stage ~~Trust~~and ~~Account~~emerging ~~(as~~growth ~~defined below)~~companies.

~~The~~As ~~registration~~of ~~statement~~December ~~for~~31, 2022, the Company’s ~~Initial~~had ~~Public~~not ~~Offering~~commenced ~~became~~any ~~effective~~operations. onAll ~~July 15,~~activity ~~2020.~~through OnDecember ~~July 20~~31, ~~2020,~~2022 relates to the Company’s ~~consummated~~formation, ~~the~~its initial public offering (“Initial Public Offering”), ofwhich 25is described below,~~300,000~~ ~~units~~and (after the ~~“Units”~~Initial ~~and~~Public Offering, ~~with~~the ~~respect~~search tofor ~~the~~a ~~Class A~~target ~~ordinary~~company ~~shares~~for ~~included~~a inBusiness Combination, the ~~Units~~signing ~~sold,~~of the ~~“Public~~Business ~~Shares”~~Combination Agreement (as described below), ~~which~~and ~~includes~~in ~~the~~connection ~~full~~with ~~exercise~~the bypreparation of the ~~underwriter~~consummation of the ~~over-allotment~~Business ~~option~~Combination. toThe ~~purchase~~Company anwill ~~additional~~not ~~3,300,000~~generate ~~Units~~any operating revenues until after the completion of a Business Combination, at ~~$10~~the earliest.00 ~~per~~The ~~Unit,~~Company ~~generating~~generates ~~gross~~non-operating ~~proceeds~~income in the form of ~~$253,000,000~~earnings ~~which~~from isthe ~~described~~cash and marketable securities held in ~~Note 3~~the Trust Account (as defined below) and gain (loss) from changes in the fair values of warrant liabilities and PIPE derivative liability.

~~Simultaneously~~Recent with the closing of the Initial Public Offering, the Company consummated the sale of 7,060,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HPX Capital Partners LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,060,000, which is described in Note 4.Developments

~~Transaction~~Business costs amounted to $14,528,328, consisting of $5,060,000 of underwriting fees, $8,855,000 of deferred underwriting fees and $613,328 of other offering costs, $497,297 of which were allocated to the warrants (See Notes 3 and 4) and charged to expense.Combination

~~Following~~As ~~the~~previously ~~closing~~reported ofin ~~the~~our ~~Initial~~current ~~Public~~report ~~Offering~~ on ~~July 20,~~Form ~~2020,~~8-K anfiled ~~amount~~with ofthe ~~$253~~SEC on July 7,~~000~~ 2022,~~000~~ ~~($10.00~~on ~~per~~July ~~Unit)~~5, ~~from~~2022, the ~~net~~Company ~~proceeds~~entered ofinto ~~the~~a ~~sale~~Business ofCombination Agreement (the ~~Units~~“Business inCombination ~~the~~Agreement”) ~~Initial~~by ~~Public~~and ~~Offering~~among ~~and~~Ambipar ~~the~~Emergency ~~sale~~Response, ofan ~~the~~exempted ~~Private~~company ~~Placement~~incorporated ~~Warrants~~with ~~was~~limited ~~placed~~liability in athe ~~Trust~~Cayman ~~Account~~Islands (~~the~~ “~~Trust~~New ~~Account~~PubCo”), ~~located~~Ambipar inMerger ~~the~~Sub, ~~United~~an ~~States~~exempted ~~and~~company ~~invested~~incorporated inwith ~~U.S.~~limited ~~government~~liability ~~securities, within the meaning set forth~~ in ~~Section 2(a)(16) of~~ the ~~Investment~~Cayman ~~Company~~Islands ~~Act of 1940, as amended~~ (~~the~~ “~~Investment~~Merger ~~Company Act~~Sub”), ~~with~~Emergência aParticipações ~~maturity~~S.A., ofa ~~185 days~~corporation or(sociedade ~~less,~~anônima) ororganized inunder ~~any~~the ~~open-ended~~laws ~~investment~~of ~~company~~Brazil ~~that~~(“Emergencia”), ~~holds~~Ambipar ~~itself~~Participações ~~out~~e asEmpreendimentos S.A., a ~~money~~corporation ~~market~~(sociedade ~~fund~~anônima) ~~meeting~~organized ~~certain~~under ~~conditions~~the oflaws ~~Rule 2a-7~~ of ~~the~~Brazil ~~Investment Company Act~~(“Ambipar”), asand ~~determined by~~ the Company, ~~until~~ (the ~~earlier~~“Proposed ~~of:~~Business (iCombination”) ~~the~~. ~~completion~~Emergencia ofis a ~~Business~~leading ~~Combination~~environmental and ~~(ii) the~~industrial ~~distribution~~service ofprovider ~~the~~with ~~funds~~a indiversified ~~the~~client ~~Trust~~base ~~Account~~in tologistics, ~~the~~chemical, ~~Company’s~~oil ~~shareholders~~and gas, asmining ~~described~~and ~~below~~industrial sectors in Brazil and globally.

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

FOn September 14, 2022, Emergencia signed an agreement related to the acquisition of 100% of the shares of Witt O’Brien’s, a global leader in the crisis and emergency management industry for blue-6chip corporate clients and emergency and resilience programs for the public sector, which acquisition closed on October 24, 2022.

~~Table~~On ofMarch ~~Contents~~3, 2023 (the “Closing Date”), the previously announced Business Combination was consummated by and among AMBI, the Company, Ambipar Merger Sub, Emergência Participações S.A., and Ambipar Participações e Empreendimentos S.A. On the Closing Date, (i) HPX merged with and into AMBI, with AMBI as the surviving entity (the “First Merger”) and (ii) immediately after the First Merger, Merger Sub merged with and into AMBI, with AMBI as the surviving entity.

~~HPX~~Combination ~~CORP.NOTES~~Period ~~TO THE FINANCIAL STATEMENTSDECEMBER 31, 2021 AND 2020~~Extensions

~~The~~As ~~Company~~previously ~~will~~reported ~~provide~~in the ~~holders~~Company’s ofcurrent ~~the~~report ~~Public~~on ~~Shares~~Form ~~(the~~8-K ~~“Public~~filed ~~Shareholders”)~~ with the ~~opportunity~~SEC toon ~~redeem~~July ~~all~~14, or2022, aon ~~portion~~July of14, ~~their Public Shares upon the completion of the Business Combination~~2022, ~~either (i)~~ in connection with aits ~~shareholder~~Extraordinary ~~meeting~~General ~~called~~Meeting toheld ~~approve~~on ~~the~~July ~~Business~~14, ~~Combination~~2022 or (~~ii) by means of a tender offer. The decision as to whether~~ the ~~Company~~“Extraordinary ~~will~~General ~~seek~~Meeting”), ~~shareholder approval of a Business Combination or conduct a tender offer will be made by~~ the Company,’s ~~solely~~shareholders inapproved: ~~its discretion. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account~~ (~~initially $10.00 per share~~1) asa ofspecial ~~two~~resolution ~~business days prior~~ to ~~the~~amend ~~completion of a Business Combination, including any pro rata interest earned on~~ the ~~funds~~Amended ~~held~~and inRestated ~~the~~Memorandum ~~Trust Account~~ and ~~not~~Articles ~~previously~~of ~~released~~Association toof the Company to pay its tax obligations, if any. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (~~as discussed in Note 6). There will be no redemption rights upon~~ the ~~completion of a Business Combination with respect to the Company’s warrants.~~

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

~~Notwithstanding~~0Table ~~the foregoing, if the Company seeks shareholder approval~~ of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares without the Company’s prior written consent.Contents

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

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

~~F-7~~“Extension Amendment”) to extend the date by which the Company must (a) consummate a Business Combination, (b) cease its operations except for the purpose of winding up if it fails to complete such Business Combination, and (c) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s Initial Public Offering from July 20, 2022 to November 20, 2022; and (2) the proposal to extend the date on which Continental Stock Transfer & Trust Company (the “Trustee”) must liquidate the Trust Account established in connection with the Company’s Initial Public Offering if the Company has not completed its initial Business Combination from July 20, 2022 to November 20, 2022 (the “Trust Amendment” and, together with the Extension Amendment, the “Initial Extension”).

~~Table~~On November 3, 2022, in connection with the Extraordinary General Meeting, the Company’s shareholders approved an additional extension of ~~Contents~~the Combination Period (as defined below) from November 20, 2022 to March 31, 2023 (the “Additional Extension”).

~~HPX~~Shareholder ~~CORP.NOTES~~Non-Redemption ~~TO THE FINANCIAL STATEMENTSDECEMBER 31, 2021 AND 2020~~Agreements

orConcurrently ~~liquidating~~with ~~distributions~~the execution and delivery of the Business Combination Agreement, certain shareholders of the Company, owning, in the aggregate, 600,000 Class A ordinary shares (each, a “Non-Redeeming Shareholder”), have entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with ~~respect~~the Company and New PubCo, 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 (as defined below), in each case to be issued by New PubCo to such Non-Redeeming Shareholders on or promptly following the ~~Founder~~Closing, ~~Shares~~to vote in favor of transactions contemplated in the Business Combination Agreement for which the approval of such shareholders is required and agreed not to redeem or exercise any right to redeem any Class A ordinary shares of the ~~Private~~Company ~~Placement~~that ~~Warrants~~such shareholders hold of record or beneficially. Concurrently with the execution of the Non-Redemption Agreements, ~~which~~Trend ~~will~~HPX ~~expire~~SPAC ~~worthless~~FIA ifIE, represented by its investment manager XP Allocation Asset Management Ltda. (“XP”), owning 1,297,400 Class A ordinary shares of the Company, ~~fails~~has toentered ~~complete~~into a ~~Business~~certain ~~Combination~~non-redemption ~~within~~agreement with the ~~Combination~~Company ~~Period~~and New PubCo (the “XP Non-Redemption Agreement”), pursuant to which, among other things, XP will be entitled to (i) an aggregate of 57,086 additional New PubCo Class A Ordinary Shares and (ii) 324,350 New PubCo Warrants, in each case to be issued by New PubCo to XP on or promptly following the Closing, in the event XP does not redeem the SPAC Shares of which it is the record and beneficial owner in connection with any Extension ~~Period~~sought on or prior to July 15, 2022. The Company and the Sponsor are named third-party beneficiaries under the Shareholder Non-Redemption Agreements. In the event that the Business Combination Agreement is not consummated, and the Company does not complete a business combination before March 31, 2023, the Non-Redemption Agreement will no longer apply.

~~The~~On ~~Sponsor~~December ~~has~~8, ~~agreed~~2022, toHPX, ~~waive~~New ~~its~~PubCo ~~liquidation~~and ~~rights~~Cygnus ~~with~~Fund ~~respect~~Icon, toone of the ~~Founder~~Non-Redeeming ~~Shares~~Shareholders, ifentered into an amended and restated Non-Redemption Agreement (the ~~Company~~“Cygnus ~~fails~~Non-Redemption toAgreement”) ~~complete~~as well as a ~~Business~~Subscription ~~Combination~~Agreement ~~within~~(the “Cygnus Subscription Agreement”) on terms and conditions substantially consistent with those included in the ~~Combination~~Non-Redemption ~~Period~~Agreements orand ~~any~~the ~~Extension~~Subscription ~~Period.~~Agreements ~~However~~dated July 5, if2022; provided, however, that pursuant to the ~~Sponsor~~Cygnus orNon-Redemption ~~any~~Agreement ofand ~~its~~the ~~respective~~Cygnus ~~affiliates~~Subscription ~~acquire~~Agreement, ~~Public~~Cygnus ~~Shares~~Fund Icon has been granted the option (the “Cygnus Option”), ~~such~~exercisable ~~Public~~by ~~Shares~~Cygnus ~~will~~Fund Icon via written notice to be ~~entitled~~delivered to ~~liquidating~~HPX ~~distributions~~and ~~from~~New ~~the~~PubCo ~~Trust~~no ~~Account~~later ifthan ~~the~~10 ~~Company~~calendar ~~fails~~days prior to ~~complete~~the aHPX ~~Business~~extraordinary ~~Combination~~general ~~within~~meeting ~~the~~of ~~Combination~~shareholders, ~~Period~~either or(i) ~~any~~to ~~Extension~~comply ~~Period.~~with ~~The~~the ~~underwriter~~terms ~~has~~and ~~agreed~~conditions tocontained ~~waive~~in ~~its~~the ~~rights~~Cygnus Non-Redemption Agreement (including, among other things, to vote its ~~deferred~~300,000 ~~underwriting~~HPX ~~commission~~Class ~~(see~~A ~~Note 6)~~Ordinary ~~held~~Shares in favor of the ~~Trust~~transactions ~~Account~~contemplated in the ~~event~~Business Combination Agreement for which the ~~Company~~approval ~~does~~of HPX shareholders is required and not ~~complete~~to aredeem ~~Business~~or ~~Combination~~exercise ~~within~~any ~~the~~right ~~Combination~~to ~~Period~~redeem its 300,000 HPX Class A Ordinary Shares), or ~~any~~(ii) ~~Extension~~not ~~Period~~to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 inNew ~~such~~PubCo ~~event~~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 ~~amounts~~Non-Redemption ~~will~~Agreement beas ~~included~~well ~~with~~as to enter into the ~~other~~Cygnus ~~funds~~Subscription ~~held~~Agreement inat the ~~Trust~~request ~~Account~~of ~~that~~Cygnus ~~will~~Fund beIcon ~~available~~in order to ~~fund~~provide Cygnus Fund Icon with the option to make its investment in New PubCo either through the non-redemption of ~~the~~its ~~Public~~HPX Class A Ordinary Shares. Inor ~~the~~through ~~event~~a subscription of ~~such~~New ~~distribution,~~PubCo itClass isA ~~possible~~Ordinary ~~that~~Shares ~~the~~on ~~per~~terms ~~share~~and ~~value~~conditions ofsubstantially consistent with the ~~assets~~other ~~remaining~~PIPE ~~available~~Investors. ~~for~~On ~~distribution~~February ~~will~~10, be2023, ~~less~~Cygnus ~~than~~sent a termination and subscription notice to HPX and the ~~Initial~~Company ~~Public~~(the ~~Offering~~“Cygnus ~~price~~Notice”) ~~per~~whereby ~~Unit~~it elected option (~~$10.00~~ii) above.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such thirdF-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.7

~~Risks~~0Table ~~and~~of ~~Uncertainties~~Contents

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

Notes to Consolidated Financial Statements

~~Liquidity~~Downside Protection Agreement

AsConcurrently ofwith ~~December~~the ~~31,~~execution ~~2021,~~and delivery of the ~~Company~~Business ~~had~~Combination ~~$549~~Agreement,~~792~~ incertain ~~its~~PIPE ~~operating~~investors ~~bank~~(“PIPE ~~accounts,~~Investors”) ~~$253,037,516~~entered ininto ~~marketable~~a ~~securities~~share ~~held~~subscription inagreement ~~the~~(“Subscription ~~Trust~~Agreement”) ~~Account~~with tothe beCompany ~~used~~and ~~for~~New aPubCo, ~~Business~~pursuant ~~Combination~~to orwhich tothe ~~repurchase~~PIPE orInvestors ~~redeem~~have ~~its~~committed ~~ordinary~~to ~~shares~~subscribe inNew ~~connection~~PubCo ~~therewith~~Class ~~and~~A aordinary ~~working~~shares ~~capital~~at ~~deficit~~the closing of ~~$66,581.~~the Business Combination.

OnIn ~~August 11~~addition, ~~2021,~~ the Sponsor ~~committed~~signed toa ~~provide~~Downside ~~the~~Protection ~~Company~~Agreement an(“DPA”) ~~aggregate~~with ofthe ~~$150,000~~PIPE inInvestors ~~loans~~and ~~for~~the ~~working~~Non-Redeeming ~~capital purposes. On February 21~~Shareholders, ~~2022,~~pursuant ~~the~~to ~~Sponsor~~which ~~committed~~these toinvestors ~~provide~~are ~~the~~provided ~~Company~~ with ancertain ~~additional~~downside ~~$755,000~~protection inrights ~~loans~~subsequent ~~for~~to ~~working~~the ~~capital~~closing ~~purposes,~~date ~~bring~~of the ~~total~~Business ~~commitment~~Combination ~~amount to $905,000~~Agreement. ~~These~~ ~~loans~~Subject ~~will~~to bethe ~~non-interest~~terms ~~bearing, unsecured~~ and ~~will~~conditions beof ~~repaid upon~~ the ~~consummation~~DPA, ofincluding ~~a business combination. If~~ the ~~Company~~investment ~~does~~return ~~not~~on ~~consummate~~ a ~~business~~30-month ~~combination~~period, ~~all amounts loaned to~~ the ~~Company~~investors inmay ~~connection~~receive, ~~with~~on ~~these~~a ~~loans~~pro-rata ~~will~~basis, bean ~~forgiven~~aggregate ~~except~~of toup ~~the extent that the Company has funds available~~ to it1,050,000 ~~outside~~New ofPubCo ~~its~~Class ~~Trust~~A ~~Account.~~ordinary Asshares ofdirectly ~~December~~from ~~31, 2021,~~ the ~~Company~~Sponsor ~~had~~(see ~~not~~Note ~~drawn~~2 ~~under~~and ~~any~~Note ~~of these loan commitments~~9).

~~Management~~Redemptions ~~intends~~of toClass ~~draw~~A ~~down~~Ordinary ~~on these loans, as necessary, to create cash inflows for working capital purposes.~~Shares

On July 14, 2022, in connection with the vote to approve the Combination Period Extension, the holders of 19,472,483 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 $195,081,445, which included $356,615 of Trust Account earnings, leaving $58,381,894 in the Trust Account.

~~F-8~~On November 3, 2022, in connection with the vote to approve the Additional Extension, the holders of 3,650,973 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 $36,744,813, which included $235,101 of Trust Account earnings. As of December 31, 2022, the Company had 2,176,544 of Class A ordinary shares subject to possible redemption, with a redemption value of $21,905,597.

~~Table~~Transfer of ~~Contents~~Listing to the NYSE American LLC

~~HPX~~On ~~CORP.NOTES~~October TO24, ~~THE~~2022, ~~FINANCIAL~~the ~~STATEMENTSDECEMBER~~Company 31issued a press release and filed a current report on Form 8-K announcing the voluntary transfer of its securities from NYSE to NYSE American LLC. On October 27, ~~2021~~2022, ~~AND~~the ~~2020~~transfer of the securities became effective.

~~Going~~Additional ~~Concern~~Loan Under the Terms of the Working Capital Note

InOn ~~connection~~November ~~with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Codification Subtopic 205-40~~30, ~~“Presentation of Financial Statements—Going Concern~~2022,” ~~management~~under ~~has determined that if~~ the ~~Company~~terms ~~is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension~~ of the ~~deadline~~Working orCapital ~~complete~~Note aas ~~Business~~described ~~Combination~~in byNote ~~July 20~~5, ~~2022, then~~ the ~~Company~~Sponsor ~~will~~loaned ~~cease~~to ~~all operations except for~~ the ~~purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the~~ Company’s ~~ability~~an toadditional ~~continue~~aggregate asof a$205,000 ~~going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval~~ for anworking ~~extension,~~capital ~~however~~purposes, itbringing ~~is uncertain whether~~ the ~~Company~~total ~~will~~aggregate beprincipal ~~able~~amount toloaned dounder ~~so. No adjustments have been made to~~ the ~~carrying~~terms ~~amounts~~ of ~~assets or liabilities should~~ the ~~Company~~Working beCapital ~~required~~Note to ~~liquidate after July 20~~$905, ~~2022~~000.

On January 17, 2023, under the terms of an additional promissory note entered into between the Company and the Sponsor on the same date, pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000, the Sponsor loaned to the Company an additional $410,000 for working capital purposes, bringing the total commitment amount to $1,315,000. These loans are evidenced by two promissory notes which are non-interest bearing and payable upon the consummation by the Company of a business combination, without an option of the Sponsor to convert any amount outstanding thereunder upon completion of a business combination into warrants.

In March 2023, a total of $121,650 was repaid on the working capital loans and a total of $1,168,548 was forgiven by the Sponsor.

~~NOTE 2.~~Company’s ~~SUMMARY~~Initial OFPublic ~~SIGNIFICANT~~Offering ~~ACCOUNTING~~and ~~POLICIES~~Search for a Target

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

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.F-8

~~Emerging~~0Table ~~Growth~~of ~~Company~~Contents

~~The~~HPX Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approvedCorp.

~~Further,~~Notes ~~Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required~~ to ~~comply~~Consolidated ~~with~~Financial new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Statements

~~Use~~Simultaneously with the closing of ~~Estimates~~the Initial Public Offering, the Company consummated the sale of 7,060,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to HPX Capital Partners LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,060,000, which is described in Note 4.

~~The~~Transaction ~~preparation~~costs ofamounted ~~the financial statements in conformity with GAAP requires management~~ to ~~make~~$14,528,328, ~~estimates~~consisting ~~and~~of ~~assumptions~~$5,060,000 ~~that~~of ~~affect~~underwriting ~~the~~fees, ~~reported~~$8,855,000 ~~amounts~~ of ~~assets~~deferred ~~and~~underwriting ~~liabilities~~fees and ~~disclosure~~$613,328 of ~~contingent~~other ~~assets~~offering ~~and~~costs, ~~liabilities~~$497,297 ~~at the date~~ of ~~the~~which ~~financial~~were ~~statements~~allocated ~~and~~to the ~~reported~~warrants ~~amounts~~and ofcharged ~~income~~to ~~and~~expense ~~expenses~~ during the ~~reporting~~year ~~periods~~ended December 31, 2020.

~~Making~~Following ~~estimates~~the ~~requires~~closing ~~management~~of tothe ~~exercise~~Initial ~~significant~~Public ~~judgment.~~Offering Iton isJuly 20, at2020, ~~least~~an ~~reasonably~~amount ~~possible~~of ~~that~~$253,000,000 ~~the~~($10.00 ~~estimate~~per ofUnit) from the ~~effect~~net proceeds of athe ~~condition,~~sale ~~situation~~of orthe ~~set~~Units ofin ~~circumstances~~the ~~that~~Initial ~~existed~~Public atOffering and the ~~date~~sale of the ~~financial~~Private ~~statements,~~Placement ~~which~~Warrants ~~management~~was ~~considered~~placed in ~~formulating~~a ~~its~~Trust ~~estimate,~~Account ~~could~~(the ~~change~~“Trust Account”) located in the ~~near~~United ~~term~~States ~~due~~and toinvested ~~one~~in orU.S. ~~more~~government ~~future~~securities, ~~confirming~~within ~~events.~~the ~~One~~meaning set forth in Section 2(a)(16) of the ~~more~~Investment ~~significant~~Company ~~accounting~~Act ~~estimates~~of ~~included~~1940, inas ~~these~~amended ~~financial~~(the ~~statements~~“Investment isCompany ~~the~~Act”), ~~determination~~with a maturity of ~~the~~185 days ~~fair~~or ~~value~~less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the ~~Public~~Investment ~~Warrants~~Company (Act, as ~~defined~~determined inby ~~Note~~the 3)Company, until the ~~Private~~earlier ~~Placement~~of: ~~Warrants~~(i) the ascompletion of ~~the~~a ~~initial~~Business ~~measurement~~Combination ~~date~~and (~~July~~ii) the ~~20,~~distribution ~~2020)~~of ~~and~~the funds in the ~~Private~~Trust ~~Placement~~Account ~~Warrants~~to the Company’s shareholders, as ofdescribed below.

FThe Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange rules require that a Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). The Company will only complete a Business Combination if the post-9Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination, including the Proposed Business Combination.

~~Table~~The Company will provide the holders of ~~Contents~~the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, either (i) in connection with a shareholder meeting called to approve a Business Combination or (ii) by means of a tender offer, or upon a request to extend the Combination Period, as described below. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share) as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any. The per-share amount to be distributed to the Public Shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

~~HPX~~The ~~CORP~~Company will proceed with a Business Combination only if the Company has net tangible assets, after payment of the deferred underwriting commission, of at least $5,000,001 upon such completion of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company.~~NOTES~~ TOIf ~~THE~~a ~~FINANCIAL~~shareholder ~~STATEMENTSDECEMBER~~vote 31is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, ~~2021~~the ~~AND~~Company ~~2020~~will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and any other holders of the Company’s Class B ordinary shares prior to the Initial Public Offering (the “initial shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and to waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, subject to the immediately succeeding

~~December 31, 2021 and 2020. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.~~F-9

~~Cash~~0Table ~~and~~of ~~Cash Equivalents~~Contents

~~The~~HPX ~~Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents~~Corp. ~~The Company did not have any cash equivalents as of December 31, 2021 and 2020.~~

~~Marketable~~Notes ~~Securities~~to ~~Held~~Consolidated inFinancial ~~Trust Account~~Statements

~~At December 31~~paragraph, ~~2021~~each ~~and~~Public ~~2020,~~Shareholder ~~all~~may ofelect ~~the~~to ~~assets~~redeem ~~held~~their inPublic ~~the Trust Account were held in money market funds which invest in U.S. Treasury securities. For the period from March 20~~Shares, ~~2020~~without ~~(inception) through December 31~~voting, ~~2020~~ and ~~for~~if ~~the~~they ~~year~~do ~~ended December 31~~vote,~~2021,~~ noirrespective ~~interest~~of ~~has~~whether ~~been~~they ~~withdrawn~~vote ~~from~~for ~~the~~or ~~Trust~~against ~~Account~~a toproposed ~~pay~~Business ~~for taxes~~Combination.

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

The ~~Company~~Sponsor ~~complies~~has agreed (a) to waive its redemption rights with ~~the~~respect ~~requirement~~to ofany ~~Accounting~~Founder ~~Standards~~Shares ~~Codification~~and ~~(“ASC”)~~Public ~~340-10-S99-1.~~Shares ~~Offering~~held ~~costs~~by ~~consisted~~it in connection with the completion of ~~legal,~~a ~~accounting~~Business Combination (and ~~other~~not ~~expenses~~seek ~~incurred~~to ~~through~~sell ~~the~~its ~~Initial~~shares ~~Public~~to ~~Offering~~the ~~that~~Company ~~were~~in ~~directly~~any ~~related~~tender tooffer the ~~Initial~~Company ~~Public~~undertakes ~~Offering.~~in ~~Offering~~connection ~~costs~~with ~~were~~its ~~allocated~~initial Business Combination) and (b) not to propose an amendment to the ~~separable~~Amended ~~financial~~and ~~instruments~~Restated ~~issued~~Memorandum inof ~~the~~Articles ~~Initial~~of ~~Public~~Association ~~Offering~~(i) to ~~based~~modify onthe asubstance ~~relative~~or ~~fair~~timing ~~value~~of ~~basis,~~the ~~compared~~Company’s obligation to ~~total~~allow ~~proceeds~~redemption ~~received.~~in ~~Offering~~connection ~~costs~~with ~~allocated~~the Company’s initial Business Combination or to ~~warrant~~redeem ~~liabilities~~100% ~~were~~of ~~expensed~~the asPublic ~~incurred~~Shares inif the ~~statements~~Company ofdoes ~~operations.~~not ~~Offering~~complete ~~costs~~a ~~associated~~Business ~~with~~Combination within the ~~Class~~Combination APeriod ~~ordinary~~or ~~shares~~(ii) with ~~issued~~respect ~~were~~to ~~initially~~any ~~charged~~other provision relating to ~~temporary~~shareholders’ ~~equity~~rights ~~and~~or ~~remeasured~~pre-initial tobusiness ~~ordinary~~combination ~~shares~~activity, ~~subject~~unless tothe ~~redemption~~Company ~~upon~~provides the ~~completion~~Public ofShareholders with the ~~Initial~~opportunity to redeem their Public ~~Offering~~Shares in conjunction with any such amendment.

~~Warrant~~Concurrently ~~Liabilities~~with the execution and delivery of the Business Combination Agreement, certain shareholders of the Company, owning, in the aggregate, 600,000 Class A ordinary shares (each, a “Non-Redeeming Shareholder”), have entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with the Company and New PubCo. The Company and the Sponsor are named third-party beneficiaries under the Shareholder Non-Redemption Agreements. In the event that the Business Combination Agreement is not consummated, and the Company does not complete a business combination before March 31, 2023, the Non-Redemption Agreement will no longer apply (as discussed in Shareholder Non-Redemption Agreements).

The Company ~~accounts~~initially ~~for~~had until July 20, 2022 to consummate a Business Combination. However, pursuant to the ~~Public~~Combination ~~Warrants~~Period ~~(as~~Extensions ~~defined~~mentioned inabove, ~~Note~~the 3)Company ~~and~~now ~~Private~~will ~~Placement~~have ~~Warrants~~until March 31, 2023 to consummate a Business Combination (~~together~~the “Combination Period”). However, ~~with~~if the ~~Public~~Company ~~Warrants~~has not completed a Business Combination, including the Proposed Business Combination, within the Combination Period, as may be extended from time to time by the Company as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association (the “~~Warrants~~Extension Period”), inthe ~~accordance~~Company ~~with~~will (i) cease all operations except for the ~~guidance~~purpose ~~contained~~of inwinding ~~ASC~~up, ~~815~~(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-40share ~~under~~price, ~~which~~payable in cash, equal to the ~~Warrants~~aggregate doamount ~~not~~then ~~meet~~on deposit in the ~~criteria~~Trust ~~for~~Account, ~~equity~~including ~~treatment~~interest (less up to $100,000 of interest to pay dissolution expenses and ~~must~~which interest shall be ~~recorded~~net asof ~~liabilities.~~taxes ~~Accordingly~~payable) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish the ~~Company~~rights ~~classifies~~of the ~~Warrants~~Public Shareholders as ~~liabilities~~shareholders at(including ~~their~~the ~~fair~~right ~~value~~to ~~and~~receive ~~adjusts~~further ~~the~~liquidation ~~Warrants~~distributions, if any), subject to ~~fair~~applicable ~~value~~law, atand ~~each~~(iii) as ~~reporting~~promptly ~~period.~~as ~~This~~reasonably ~~liability~~possible isfollowing such redemption, subject to ~~re-measurement~~the atapproval ~~each~~of ~~balance~~the ~~sheet~~Company’s ~~date~~remaining ~~until~~Public ~~exercised~~Shareholders and its board of directors, liquidate and ~~any~~dissolve, ~~change~~subject in ~~fair~~each ~~value~~case isto ~~recognized~~the inCompany’s ~~our~~obligations ~~statements~~under ofCayman ~~operations.~~Islands ~~The~~law ~~Warrants~~to provide for ~~periods~~claims ~~where~~of nocreditors ~~observable~~and ~~traded~~the ~~price~~requirements ~~was~~of ~~available~~other ~~are~~applicable ~~valued~~law. ~~using~~There awill ~~binomial~~be ~~lattice~~no ~~simulation.~~redemption ~~For~~rights ~~periods~~or ~~subsequent~~liquidating todistributions ~~the~~with ~~detachment~~respect ofto the ~~Public~~Founder ~~Warrants~~Shares ~~from~~or the ~~Units~~Private Placement Warrants, which ~~occurred~~will onexpire ~~September~~worthless 8,if ~~2020,~~ the ~~Public~~Company ~~Warrant~~fails ~~quoted~~to ~~market~~complete ~~price~~a ~~was~~Business ~~used~~Combination aswithin the ~~fair~~Combination ~~value~~Period asor ofany ~~each~~Extension ~~relevant date~~Period.

~~Class A~~The ~~Ordinary~~Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares ~~Subject~~if the Company fails to ~~Possible~~complete ~~Redemption~~a Business Combination within the Combination Period or any Extension Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or any Extension Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or any Extension Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.F-10

~~The~~0Table ~~Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value~~ of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to initial redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.Contents

~~F-10~~HPX Corp.

~~Table~~Notes ofto ~~Contents~~Consolidated Financial Statements

~~HPX~~In ~~CORP~~order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.~~NOTES~~00 TOper ~~THE~~Public ~~FINANCIAL~~Share ~~STATEMENTSDECEMBER~~or 31(2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, ~~2021~~in ~~AND~~each ~~2020~~case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Subsequent~~Risks toand the initial measurement upon the closing of the IPO, the Company recognizes changes in the redemption value that result from interest earned on marketable securities held in Trust Account that has not been withdrawn to pay taxes.Uncertainties

AtIn ~~December~~February 312022, ~~2021~~the Russian Federation and ~~2020~~Belarus commenced a military action with the country of Ukraine. As a result, various nations, including the ~~Class~~United AStates, ~~ordinary~~have ~~shares~~imposed ~~reflected~~economic insanctions against the ~~balance~~Russian ~~sheets~~Federation and Belarus. Further, the impact of this action and the related sanctions on the world economy, and the specific impacts on the Company’s financial position, results of operations and its ability to identify and complete an initial business combination are ~~reconciled~~not indeterminable as of the ~~following~~date ~~table:~~of these financial statements.


Gross proceeds from Initial Public Offering	$	253,000,000
Less:
Proceeds allocated to Public Warrants		(8,475,500)
Class A ordinary shares issuance costs		(14,031,031)
Plus:
Initial remeasurement of carrying value to redemption value		22,506,531
Subsequent remeasurement of carrying value to redemption value		12,211
Total remeasurement of carrying value to redemption value		22,518,742
Class A ordinary shares subject to possible redemption, December 31, 2020		253,012,211
Remeasurement of carrying value to redemption value		25,305
Class A ordinary shares subject to possible redemption, December 31, 2021	$	253,037,516

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

~~Income Taxes~~

~~The~~Liquidity Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

~~ASC~~As ~~740~~of ~~also~~December ~~clarifies~~31, 2022, the ~~accounting~~Company ~~for~~had ~~uncertainty~~$199,388 in ~~income~~its ~~taxes~~operating ~~recognized~~bank inaccounts, an$21,905,597 ~~enterprise’s~~in ~~financial~~cash ~~statements~~held ~~and~~in ~~prescribes~~the aTrust ~~recognition~~Account ~~threshold~~to ~~and~~be ~~measurement~~used ~~process~~ for ~~financial statement recognition and measurement of~~ a ~~tax~~Business ~~position~~Combination ~~taken~~ or ~~expected~~ to berepurchase ~~taken~~or inredeem aits ~~tax~~ordinary ~~return.~~shares ~~For~~(see ~~those~~Note ~~benefits~~1 tofor beredemptions ~~recognized,~~made ain ~~tax~~July ~~position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest~~ and ~~penalties~~November ~~related~~2022) toin ~~unrecognized~~connection ~~tax~~therewith ~~benefits as income tax expense. There were no unrecognized tax benefits~~ and noa ~~amounts~~working ~~accrued~~capital ~~for~~deficit ~~interest and penalties as~~ of ~~December 31~~$1,456,792 ~~2021~~(which ~~and~~includes ~~2020.~~a ~~The~~liability ~~Company~~for isthe ~~currently not aware of any issues under review that could result in significant payments~~$905,000 ~~accruals~~borrowing oras ~~material~~described ~~deviation from its position~~below).

~~The~~As ~~Company~~discussed isin ~~considered~~Note an5, ~~exempted~~on ~~Cayman~~June ~~Islands~~24, 2022, the Company ~~and~~entered isinto ~~presently~~promissory ~~not~~notes ~~subject~~with tothe ~~income~~Sponsor ~~taxes~~pursuant orto ~~income~~which ~~tax~~the ~~filing~~Sponsor ~~requirements~~agreed into loan the ~~Cayman~~Company ~~Islands~~up orto an aggregate principal amount of $905,000 (the ~~United~~“Working ~~States~~Capital Note”). As ~~such~~of December 31, 2022 and 2021, there were $905,000 and $0 outstanding under the Working Capital Note. On January 17, 2023, the Company’s ~~tax~~entered ~~provision~~into ~~was~~an ~~zero~~additional ~~for~~promissory note with the ~~periods~~Sponsor ~~presented~~pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000. On January 17, 2023, $410,000 was drawn down.

~~Net~~On ~~Income~~March 3, 2023, HPX entered into a Debt Forgiveness Agreement with the Sponsors, which includes forgiveness of $1,168,548 out of the $1,315,000 amount of the Working Capital Note that was outstanding on that date (~~Loss~~See Note 5 and Note 10). ~~Per~~The ~~Ordinary~~Sponsor ~~Share~~also forgave $315,000 of administrative fees ($295,000 of which was accrued as of December 31, 2022, and an additional $10,000 was accrued for each of January and February 2023).

~~The~~On ~~Company~~March ~~complies with accounting and disclosure requirements of ASC Topic 260~~3, ~~“Earnings Per Share”. The Company has two classes of shares~~2023, ~~which~~the ~~are~~previously ~~referred~~announced toBusiness asCombination ~~Class~~was Aconsummated ~~ordinary shares~~ and ~~Class B ordinary shares. Income and losses are shared pro rata between~~ the ~~two~~funds ~~classes~~held ofin ~~shares.~~Trust ~~Net~~were ~~income~~used ~~(loss)~~to ~~per~~settle ~~ordinary~~Business ~~share~~Combination isand ~~computed~~other byexpenses ~~dividing net income (loss) by the weighted average number~~ of ~~ordinary shares outstanding for~~ the ~~period~~Company. ~~Remeasurement associated with the redeemable Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.~~

The calculation of diluted income (loss) per ordinary share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the Warrants is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 19,710,000 Class A ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

~~F-11~~

~~Table of Contents~~F-11

~~HPX~~0Table ~~CORP.NOTES~~of ~~TO THE FINANCIAL STATEMENTSDECEMBER 31, 2021 AND 2020~~Contents

~~The~~HPX ~~following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share amounts):~~Corp.

Notes to Consolidated Financial Statements


					For the Period from March 20,
	Year Ended				2020 (Inception) through
	December 31, 2021				December 31, 2020
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	7,520,525	$	1,874,203	$	(6,254,519)	$	(2,429,219)
Denominator:
Basic and diluted weighted average shares outstanding		25,300,000		6,305,055		14,507,692		5,634,703
Basic and diluted net income (loss) per ordinary share	$	0.30	$	0.30	$	(0.43)	$	(0.43)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

~~Concentration~~The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of ~~Credit~~America ~~Risk~~(“GAAP”) and pursuant to the rules and regulations of the SEC. These Financial Statements are the historical Financial Statements of the entity formerly known as HPX Corp., prior to the Business Combination, which was consummated on March 3, 2023. These financial statements do not reflect the impact of the Business Combination, or any other agreements entered into in connection with the Business Combination, all of which are more fully described in Notes 1 and 10.

~~Financial~~Emerging ~~instruments~~Growth ~~that potentially subject the~~ Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~Fair~~The ~~Value~~Company is an “emerging growth company,” as defined in Section 2(a) of ~~Financial~~the ~~Instruments~~Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~The~~Further, ~~fair~~Section ~~value~~102(b)(1) of the ~~Company’s~~JOBS ~~assets~~Act ~~and~~exempts ~~liabilities,~~emerging ~~which~~growth ~~qualify~~companies asfrom being required to comply with new or revised financial ~~instruments~~accounting ~~under~~standards ~~ASC~~until ~~Topic~~private ~~820~~companies (that is, ~~“Fair~~those ~~Value~~that ~~Measurement,”~~have ~~approximates~~not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ~~carrying~~Exchange ~~amounts~~Act) ~~represented~~are inrequired to comply with the ~~accompanying~~new ~~balance~~or ~~sheets,~~revised ~~primarily~~financial ~~due~~accounting standards. The JOBS Act provides that a company can elect to ~~their~~opt ~~short~~out of the extended transition period and comply with the requirements that apply to non-~~term~~emerging ~~nature,~~growth ~~except~~companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the ~~Warrants~~Company, ~~(see~~as ~~Note~~an 9)emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Recent~~Use ~~Accounting~~of ~~Standards~~Estimates

InThe ~~August~~preparation ~~2020,~~of the ~~Financial~~financial ~~Accounting~~statements ~~Standards~~in ~~Board~~conformity ~~(“FASB”) issued ASU No. 2020-06, “Debt—Debt~~ with ~~Conversion~~GAAP ~~and~~requires ~~Other~~management ~~Options~~to ~~(Subtopic~~make ~~470-20)~~estimates and ~~Derivatives~~assumptions ~~and~~that ~~Hedging—Contracts~~affect inthe ~~Entity’s~~reported ~~Own~~amounts ~~Equity~~of ~~(Subtopic~~assets ~~815-40):~~and ~~Accounting~~liabilities ~~for Convertible Instruments~~ and ~~Contracts~~disclosure inof ancontingent ~~Entity’s~~assets ~~Own~~and ~~Equity”~~liabilities ~~(“ASU~~at ~~2020-06”),~~the ~~which~~date ~~simplifies~~of accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the ~~derivative~~financial ~~scope~~statements ~~exception~~ and ~~it also simplifies~~ the ~~diluted~~reported ~~earnings~~amounts ~~per~~of ~~share~~income ~~calculation~~and inexpenses ~~certain~~during ~~areas.~~the ~~ASU~~reporting ~~2020-06 is effective for fiscal years beginning after December 15, 2023, including interim~~ periods ~~within those fiscal years, with early adoption permitted~~. ~~The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.~~

~~Management~~Making ~~does~~estimates ~~not~~requires ~~believe~~management to exercise significant judgment. It is at least reasonably possible that ~~any~~the ~~other~~estimate ~~recently~~of ~~issued,~~the ~~but~~effect ~~not~~of ~~yet~~a ~~effective~~condition, ~~accounting~~situation ~~standards~~or set of circumstances that existed at the date of the financial statements, ifwhich ~~currently~~management ~~adopted~~considered in formulating its estimate, ~~would~~could ~~have~~change ain ~~material~~the ~~effect~~near onterm due to one or more future confirming events. One of the ~~accompanying~~more significant accounting estimates included in these financial statements is the determination of the fair values of the Private Placement Warrants as of December 31, 2022 and 2021 and the determination of PIPE derivative liability as of the initial measurement and December 31, 2022. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Reclassifications

~~NOTE 3~~Since March 31, 2022, legal fees payable upon the successful consummation of a Business Combination were reclassified from a current to a non-current liability as Deferred Legal Fees. ~~INITIAL~~Such ~~PUBLIC~~reclassifications ~~OFFERING~~have no effect on the Company’s net (loss) income as previously reported. As of December 31, 2022, there was $5,243,712 outstanding under Deferred Legal Fees.

Pursuant to the Initial Public Offering on July 20, 2020, the Company sold 25,300,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 3,300,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and oneF-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).12

0Table of Contents

~~NOTE 4.~~HPX ~~PRIVATE PLACEMENT~~Corp.

~~Simultaneously~~Notes with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,060,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant from the Company in a private placement, for an aggregate purchase price of $7,060,000. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share, subject to ~~adjustment~~Consolidated ~~(see~~Financial ~~Note 8). Proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public~~ Statements

~~F-12~~Cash and Cash Equivalents

~~Table~~The Company considers all short-term investments with an original maturity of ~~Contents~~three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.

~~HPX~~Cash ~~CORP.NOTES~~or TOMarketable ~~THE~~Securities ~~FINANCIAL~~Held ~~STATEMENTSDECEMBER~~in ~~31,~~Trust ~~2021~~Account ~~AND 2020~~

~~Offering~~On ~~held~~June in24, 2022, the Company instructed the trustee managing the Trust Account. Ifto hold all funds in the ~~Company~~Trust ~~does~~Account ~~not~~in ~~complete~~cash auntil ~~Business~~the ~~Combination~~earlier ~~within~~of the ~~Combination~~consummation ~~Period~~of oran ~~any~~initial ~~Extension~~business ~~Period,~~combination ~~the~~and ~~proceeds~~liquidation ~~from~~of the ~~sale~~Company to mitigate any risk of ~~the~~being ~~Private~~viewed ~~Placement~~as ~~Warrants~~operating ~~held~~an inunregistered ~~the~~investment ~~Trust~~company. ~~Account~~On ~~will~~September be27, ~~used~~2022, tomoney ~~fund~~market ~~the~~funds ~~redemption~~which ofinvest ~~the~~in ~~Public~~U.S. ~~Shares~~Treasury ~~(subject~~Securities toheld ~~the~~in ~~requirements~~Trust ofAccount ~~applicable~~were ~~law)~~sold and proceeds from the ~~Private~~sale ~~Placement~~of ~~Warrants~~these ~~will~~marketable ~~expire~~securities ~~worthless.~~including ~~The~~dividends ~~proceeds~~earned ~~received~~were intransferred ~~excess~~to ofinterest-earning ~~fair~~checking ~~value~~account ofmanaged by the ~~Private~~trustee. ~~Placement~~Until ~~Warrants~~September 27, in2022, ~~the~~and ~~amount~~as of $2December 31,~~329~~ 2022,~~800,~~ ~~has~~all ~~been~~of ~~reflected~~the assets held in the ~~accompanying~~Trust ~~statement~~Account ofwere ~~changes~~held in ~~shareholders’~~money ~~deficit~~market ~~for~~funds ~~the~~which ~~period~~invest ~~from~~in ~~March~~U.S. ~~20,~~Treasury ~~2020~~securities ~~(inception)~~and ~~through~~an ~~December~~interest-earning 31checking account, ~~2020~~respectively.

Offering Costs

~~NOTE 5~~The Company complies with the requirement of Accounting Standards Codification (“ASC”) 340-10-S99-1. ~~RELATED~~Offering ~~PARTY~~costs ~~TRANSACTIONS~~consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering.

~~Founder~~Warrant ~~Shares~~Liabilities

OnThe ~~April 8,~~Company ~~2020,~~accounts ~~the~~for ~~Sponsor purchased 5,750,000 of~~ the ~~Company’s~~Public ~~Class B~~Warrants ~~ordinary~~(as ~~shares~~defined ~~(the~~in ~~“Founder~~Note ~~Shares”~~3) ~~for~~and anPrivate ~~aggregate~~Placement ~~consideration~~Warrants ~~of $25~~(together,~~000.~~ Onwith ~~June 25, 2020,~~ the ~~Sponsor~~Public ~~transferred 20~~Warrants,~~000~~ ~~Founder~~the ~~Shares~~“Warrants”) toin ~~each~~accordance ofwith ~~its~~the ~~independent~~guidance ~~director~~contained ~~nominees~~in atASC ~~their original per~~815-~~share~~40 ~~purchase~~under ~~price.~~which ~~On July 15, 2020,~~ the ~~Company~~Warrants ~~effected~~do anot ~~share~~meet ~~capitalization resulting in~~ the ~~initial~~criteria ~~shareholders~~for ~~holding~~equity antreatment ~~aggregate~~and ofmust ~~6,325,000~~be ~~Founder~~recorded ~~Shares~~as liabilities. ~~However~~Accordingly, onthe ~~December~~Company 3,classifies ~~2020,~~the ~~Fabio~~Warrants ~~Mourão resigned~~ as aliabilities ~~director~~at oftheir ~~our~~fair ~~board~~value ~~of directors~~ and ~~forfeited~~adjusts ~~20,000~~the ~~Founder~~Warrants ~~Shares~~ to ~~the~~fair ~~Company~~value ~~for~~at noeach ~~consideration~~reporting ~~and,~~period. asThis aliability ~~result,~~is ~~since~~subject ~~then~~to ~~the~~re-measurement ~~initial~~at ~~shareholders~~each ~~hold~~balance ansheet ~~aggregate~~date ofuntil 6exercised,~~305,000~~ ~~Founder~~and ~~Shares.All~~any ~~share~~change ~~and~~in ~~per-share~~fair ~~amounts~~value ~~have~~is ~~been~~recognized ~~restated~~in toour ~~reflect~~statements ~~the~~of ~~share capitalization~~operations. The ~~Founder~~Warrants ~~Shares~~for ~~included~~periods anwhere ~~aggregate~~no ofobservable uptraded toprice ~~825,000~~was ~~shares~~available ~~subject~~are tovalued ~~forfeiture~~using bya ~~the~~binomial ~~Sponsor~~lattice ~~depending~~simulation. onFor ~~the~~periods ~~extent~~subsequent to ~~which~~ the ~~underwriter’s~~detachment ~~over-allotment~~of ~~option was exercised, so that~~ the ~~Founder~~Public ~~Shares~~Warrants ~~would~~from ~~equal 20% of~~ the ~~Company’s~~Units, ~~issued and outstanding shares after~~ the ~~Initial~~ Public ~~Offering.~~Warrant Asquoted amarket ~~result~~price ofwas ~~the~~used ~~underwriter’s~~as ~~election~~the tofair ~~fully~~value ~~exercise~~as ~~its~~of ~~over-allotment~~each ~~option~~relevant ~~on July 16, 2020, no Founder Shares are currently subject to forfeiture~~date.

OnDerivative ~~July~~Financial 23, 2021, a former director and a newly appointed director entered into a Securities Assignment Agreement. The terms of the Securities Assignment Agreement specified that the former director transfer the 20,000 Founder Shares granted to him on June 25, 2020 to the newly appointed director, which the Company has treated as the cancellation of an existing award and the issuance of a new award.Instruments

The ~~transfer~~Company ofevaluates ~~the~~its ~~Founders~~financial ~~Shares~~instruments to ~~the~~determine ~~Company’s~~if ~~directors~~such ~~and~~instruments ~~director~~are ~~nominees~~derivatives isor incontain ~~the~~features ~~scope~~that ofqualify ~~FASB~~as ~~ASC~~embedded ~~Topic~~derivatives ~~718,~~in ~~“Compensation-Stock~~accordance ~~Compensation”~~with (“ASC ~~718”)~~815. ~~Under~~ ~~ASC~~For ~~718,~~derivative ~~stock-based~~financial ~~compensation~~instruments ~~associated~~that ~~with~~are ~~equity-classified~~accounted ~~awards~~for isas ~~measured~~liabilities, ~~at fair value upon~~ the ~~grant~~derivative ~~date.~~instrument ~~The~~is ~~Founder~~initially ~~Shares~~recorded ~~were~~at ~~effectively~~its ~~transferred~~fair ~~subject~~value toon athe ~~performance~~issuance ~~condition~~date ~~(i.e.,~~and ~~the~~is ~~occurrence~~then ofre-valued aat ~~Business~~each ~~Combination).~~reporting ~~Compensation~~date, ~~expense~~with ~~related~~changes toin the ~~Founder~~fair ~~Shares~~value isreported ~~recognized~~in ~~only when~~ the ~~performance~~statements ~~condition is probable~~ of ~~occurrence under the applicable accounting literature in this circumstance~~operations. AsThe classification of ~~December~~derivative 31instruments, ~~2021~~including ~~and~~whether ~~2020,~~such ~~the~~instruments ~~Company~~should ~~determined~~be ~~that~~recorded aas ~~Business~~liabilities ~~Combination~~or isas ~~not considered probable~~equity, ~~and,~~is ~~therefore,~~evaluated noat ~~stock-based~~the ~~compensation~~end ~~expense~~of ~~has~~each ~~been~~reporting ~~recognized~~period. ~~Stock-based~~Derivative ~~compensation~~liabilities ~~would~~are beclassified ~~recognized~~in at the ~~date~~balance asheets ~~Business~~as ~~Combination~~current isor ~~considered~~non-current ~~probable~~based ~~(i.e.,~~on ~~upon~~whether ~~consummation~~net-cash ofsettlement aor ~~Business~~conversion ~~Combination)~~of inthe aninstrument ~~amount~~could ~~equal~~be torequired ~~the~~within ~~number~~12 months of ~~Founders Shares times~~ the ~~grant~~balance ~~date~~sheet ~~fair value per share (unless subsequently modified)~~date.

The ~~Sponsor~~PIPE ~~(including~~derivative ~~the~~liability ~~directors)~~as ~~has~~a ~~agreed,~~result ~~subject to limited exceptions, not to transfer, assign or sell any~~ of ~~its Founder Shares until~~ the ~~earlier~~Downside ~~of:~~Protection ~~(A) one~~Agreement ~~year~~signed ~~after~~by the ~~completion~~Sponsor ofwith aPIPE ~~Business~~Investors ~~Combination~~ and ~~(B) subsequent to a Business Combination, (x) if~~ the ~~last~~Non-Redeeming ~~reported~~Shareholders ~~sale~~meets ~~price of~~ the ~~Class A~~criteria ~~ordinary~~for ~~shares~~derivative ~~equals~~liability ~~or exceeds $12~~classification.00 ~~per~~As ~~share~~such, ~~(as~~the ~~adjusted~~PIPE ~~for~~derivative ~~share~~liability ~~sub-divisions,~~is ~~share~~recorded ~~dividends,~~at ~~rights~~its ~~issuances,~~initial ~~consolidations,~~fair ~~reorganizations,~~value ~~recapitalizations~~on ~~and~~ the ~~like)~~date ~~for~~of ~~any~~issuance, 20and ~~trading days~~each ~~within~~balance ~~any~~sheet ~~30-trading~~date ~~day~~thereafter. ~~period~~Changes ~~commencing~~in atthe ~~least~~estimated ~~150~~fair ~~days~~value ~~after~~of ~~a Business Combination, or (y)~~ the ~~date~~PIPE onderivative ~~which~~liability ~~the~~are ~~Company~~recognized ~~completes~~as a ~~liquidation,~~non-cash ~~merger,~~gain ~~amalgamation, share exchange, reorganization~~ or ~~other~~loss ~~similar transaction that results~~ in ~~all of~~ the ~~Company’s~~statements ~~shareholders~~of ~~having~~operations. ~~the~~The ~~right~~fair tovalue ~~exchange~~of ~~their~~the ~~Class A~~PIPE ~~ordinary~~derivative ~~shares~~liability ~~for~~is ~~cash,~~discussed ~~securities~~in orNote ~~other property~~9.

~~Administrative Services Agreement~~F-13

~~The~~0Table Company entered into an agreement whereby, commencing on July 16, 2020, the Company will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company incurred $120,000 in fees for these services. For the period from March 20, 2020 (inception) to December 31, 2020, the Company incurred $55,000 in fees for these services. As of December 31, 2021 and 2020, there was $175,000 and $55,000, respectively, of such fees included within accrued expenses in the accompanying balance sheets.Contents

~~F-13~~HPX Corp.

~~Table~~Notes ofto ~~Contents~~Consolidated Financial Statements

~~HPX~~Class A ~~CORP.NOTES~~Ordinary TOShares ~~THE~~Subject ~~FINANCIAL~~to ~~STATEMENTSDECEMBER~~Possible ~~31, 2021 AND 2020~~Redemption

~~Advances –~~The ~~Related~~Company ~~Party~~accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The ~~Sponsor~~Company ~~advanced~~recognizes ~~the~~changes ~~Company~~in anredemption ~~aggregate~~value immediately as they occur and adjusts the carrying value of ~~$10,000~~redeemable ordinary shares to ~~cover~~equal ~~expenses~~the ~~related~~redemption tovalue at the end of each reporting period. Immediately upon the closing of the Initial Public Offering., ~~The~~the ~~advances~~Company ~~were~~recognized ~~non-interest~~the ~~bearing~~remeasurement ~~and~~from ~~due~~initial onbook ~~demand~~value to initial redemption amount value. The ~~outstanding~~change ~~advances~~in the carrying value of ~~$10,000~~redeemable ~~were~~Class ~~repaid~~A ordinary shares resulted in ~~full~~charges onagainst ~~June 25,~~additional ~~2020~~paid-in capital (to the extent available) and accumulated deficit.

~~Promissory~~Subsequent ~~Note — Related~~to ~~Party~~the initial measurement upon the closing of the Initial Public Offering, the Company recognizes changes in the redemption value that result from earnings on cash and marketable securities held in Trust Account that have not been withdrawn to pay taxes. As of December 31, 2022, the holders of 23,123,456 Class A ordinary shares properly exercised their right to redeem their shares and the Company has not incurred any taxes or permitted expenses that could be withdrawn from the Trust Account.

OnAt April 8, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, ~~2020~~2022 and ~~(ii) the~~2021, ~~completion of~~ the ~~Initial~~Class ~~Public~~A ~~Offering.~~ordinary ~~The~~shares ~~outstanding~~reflected ~~balance~~in ~~under~~ the ~~Promissory~~balance ~~Note of~~sheets ~~$300,000~~are ~~was~~reconciled ~~repaid~~ in ~~full at~~ the ~~closing~~following ~~of the Initial Public Offering on July 20, 2020.~~table:

Related Party Loans


	Shares	Value
Gross proceeds	25,300,000	$	253,000,000
Less:
Proceeds allocated to Public Warrants	—		(8,475,500)
Class A ordinary shares issuance costs	—		(14,031,031)
Plus:
Initial remeasurement of carrying value to redemption value	—		22,506,531
Subsequent remeasurement of carrying value to redemption value	—		37,516
Total remeasurement of carrying value to redemption value	—		22,544,047
Class A ordinary shares subject to redemption, December 31, 2021	25,300,000		253,037,516
Less:
Redemption of Class A ordinary shares on July 14, 2022	(19,472,483)		(195,081,445)
Redemption of Class A ordinary shares on November 3, 2022	(3,650,973)		(36,744,831)
Plus:
Remeasurement of carrying value to redemption value	—		694,357
Class A ordinary shares subject to possible redemption, December 31, 2022	2,176,544	$	21,905,597

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021 and 2020, there were no amounts outstanding under the Working Capital Loans.

Income Taxes

~~Commitment~~The ~~Letter~~Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

0Table of Contents

~~NOTE 6.~~HPX ~~COMMITMENTS AND CONTINGENCIES~~Corp.

~~Registration~~Notes ~~Rights~~to Consolidated Financial Statements

~~Pursuant~~ASC to740 aalso ~~registration~~clarifies ~~rights~~the ~~agreement~~accounting ~~entered~~for ~~into~~uncertainty onin ~~July 15,~~income ~~2020,~~taxes ~~the~~recognized ~~holders~~in ofan ~~the~~enterprise’s ~~Founder~~financial ~~Shares,~~statements ~~Private Placement Warrants~~ and ~~any~~prescribes ~~warrants~~a ~~that~~recognition ~~may~~threshold beand ~~issued~~measurement onprocess ~~conversion~~for offinancial ~~Working~~statement ~~Capital~~recognition ~~Loans (~~and ~~any~~measurement ~~Class A Ordinary Shares issuable upon the exercise~~ of ~~the~~a ~~Private~~tax ~~Placement~~position ~~Warrants~~taken or ~~warrants~~expected ~~issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled~~ to ~~registration~~be ~~rights~~taken ~~requiring the Company to register such securities for resale (~~in ~~the~~a ~~case~~tax ofreturn. ~~the~~For ~~Founder~~those ~~Shares,~~benefits ~~only after conversion~~ to ~~the~~be ~~Company’s~~recognized, ~~Class A~~a ~~Ordinary~~tax ~~Shares).~~position ~~The~~must ~~holders of these securities will~~ be ~~entitled~~more-likely-than-not to ~~make~~be upsustained toupon ~~three~~examination ~~demands,~~by ~~excluding~~taxing ~~short~~authorities. ~~form~~The ~~registration demands, that the~~ Company ~~register~~recognizes ~~such~~accrued ~~securities.~~interest Inand ~~addition,~~penalties ~~the~~related ~~holders~~to ~~have~~unrecognized ~~certain~~tax ~~“piggy-back”~~benefits ~~registration~~as ~~rights~~income ~~with~~tax ~~respect~~expense. toThere ~~registration~~were ~~statements~~no ~~filed~~unrecognized ~~subsequent~~tax tobenefits ~~the completion of a Business Combination~~ and ~~rights~~no toamounts ~~require~~accrued ~~the Company to register~~ for ~~resale~~interest ~~such~~and ~~securities~~penalties ~~pursuant~~as toof ~~Rule 415~~December ~~under~~31, ~~the~~2022 ~~Securities~~and ~~Act~~2021. ~~However,~~The ~~the registration rights agreement provides that the~~ Company ~~will~~is currently not beaware ~~required~~of ~~to effect or permit~~ any ~~registration~~issues orunder ~~cause~~review ~~any~~that ~~registration~~could ~~statement~~result ~~to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred~~ in ~~connection~~significant ~~with~~payments, ~~the~~accruals ~~filing~~or ofmaterial ~~any~~deviation ~~such~~from ~~registration~~its ~~statements~~position.

~~F-14~~The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

~~Table~~Net of(Loss) ~~Contents~~Income Per Ordinary Share

~~HPX~~The ~~CORP~~Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.~~NOTES~~” TOThe ~~THE~~Company ~~FINANCIAL~~has ~~STATEMENTSDECEMBER~~two 31classes of shares, ~~2021~~which ~~AND~~are ~~2020~~referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from (loss) income per ordinary share as the redemption value approximates fair value.

~~Underwriting~~The calculation of diluted (loss) income per ordinary share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the private placement, (iii) Non-Redemption Agreement, and (iv) Downside Protection Shares since the issuance of ordinary shares under these arrangements are contingent upon the occurrence of future events. The Warrants are exercisable to purchase 19,710,000 Class A ordinary shares in the aggregate. As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented.

The ~~underwriter~~following istable ~~entitled~~reflects ~~to a deferred fee of $0.35 per Unit, or $8,855,000 in~~ the ~~aggregate.~~calculation ~~The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms~~ of ~~the~~basic ~~underwriting~~and ~~agreement.~~diluted Ofnet ~~such deferred fee amount, up to approximately $0.175 per Unit, or up to $4,427,500, may be paid to third parties who didn’t participate in the Initial Public Offering~~ (~~but who are members of FINRA or regulated broker-dealers~~loss) ~~that~~income ~~assist~~per ~~the~~ordinary ~~Company~~share (in ~~consummating a Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team~~dollars, ~~and~~except ~~such~~share ~~third parties will be selected by the Company’s management team in its sole and absolute discretion.~~amounts):

~~Consulting Arrangements~~

The Company has arrangements with a consultant to provide services to the Company relating to market and industry analyses, assistance with due diligence, and financial modeling and valuation of potential targets. The Company agreed to pay the service provider a fee of 6,600 BRL per month (approximately $1,200 per month). For the year ended December 31, 2021, the Company incurred $16,332, of consulting fees. For the period from March 20, 2020 (inception) through December 31, 2020, the Company incurred $3,300 of consulting fees. As of December 31, 2021 and 2020, there was $1,314 and $0 of such fees included within accrued expenses in the balance sheets, respectively.


	For the Years Ended
	December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per ordinary share
Numerator:
Allocation of net (loss) income, as adjusted	$	(2,442,013)	$	(983,797)	$	7,520,525	$	1,874,203
Denominator:
Basic and diluted weighted average shares outstanding		15,650,470		6,305,000		25,300,000		6,305,055
Basic and diluted net (loss) income per ordinary share	$	(0.16)	$	(0.16)	$	0.30	$	0.30

~~Restricted Stock Unit Award~~

InConcentration July 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated July 23, 2021, between the Company and a director, the Company agreed to grant 20,000 restricted stock units (“RSUs”) to a director. The RSUs will vest upon the consummation of ~~such~~Credit Business Combination and represent 20,000 non-redeemable Class A ordinary shares of the Company that will settle on a date as soon as practicable following vesting but in no event more than 30 days after vesting. Issuance of the shares underlying the RSUs are also subject to the future approval of an equity incentive plan.Risk

~~The~~Financial ~~RSUs~~instruments tothat bepotentially ~~granted~~subject by the Company ~~are~~to inconcentrations ~~the scope~~ of ~~FASB~~credit ~~ASC~~risk ~~Topic~~consist ~~718,~~of ~~“Compensation-Stock~~a ~~Compensation”~~cash ~~(“ASC~~account ~~718”).~~in ~~Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs to be granted are subject to~~ a ~~performance~~financial ~~condition~~institution ~~(i.e.~~which, ~~the~~at ~~occurrence~~times ofmay aexceed ~~Business Combination). Compensation expense related to~~ the ~~RSUs~~Federal isDepository ~~recognized~~Insurance ~~only~~Coverage ~~when the performance condition is probable~~ of ~~occurrence under the applicable accounting literature in this circumstance~~$250,000. AsThe ~~of December 31, 2021, the~~ Company ~~did~~has not ~~have~~experienced alosses ~~shareholder~~on ~~approved~~this ~~equity~~account ~~plan~~ and ~~also~~management ~~determined~~believes ~~that~~the aCompany ~~Business Combination~~ is not ~~considered~~exposed probable, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to ~~the~~significant ~~number~~risks ofon ~~RSUs~~such ~~times the grant date fair value per share (unless subsequently modified)~~account.

Fair Value of Financial Instruments

~~NOTE 7.~~The ~~SHAREHOLDERS~~fair value of the Company’s ~~DEFICIT~~assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9).

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have antiF-~~takeover effects. At December 31, 2021 and 2020, there were no preference shares issued or outstanding.~~15

~~Class A~~0Table ~~Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value~~ of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, 25,300,000 Class A ordinary shares issued and outstanding, all of which were subject to possible redemption and reported as temporary equity.Contents

~~F-15~~HPX Corp.

~~Table~~Notes ofto ~~Contents~~Consolidated Financial Statements

~~HPX~~Recent ~~CORP.NOTES~~Accounting ~~TO THE FINANCIAL STATEMENTSDECEMBER 31, 2021 AND 2020~~Standards

~~Class B~~In ~~Ordinary~~August ~~Shares —~~2020, ~~The~~the ~~Company~~Financial isAccounting ~~authorized~~Standards toBoard ~~issue~~(“FASB”) ~~50,000,000~~issued ~~Class B~~ASU ~~ordinary~~No. ~~shares~~2020-06, “Debt—Debt with aConversion ~~par~~and ~~value~~Other ofOptions ~~$0.0001~~(Subtopic ~~per~~470-20) ~~share~~and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ~~Holders~~ASU of2020-06 ~~the~~removes ~~Class B~~certain ~~ordinary~~settlement ~~shares~~conditions that are ~~entitled~~required tofor ~~one~~equity ~~vote~~contracts to qualify for ~~each~~the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. AtASU 2020-06 is effective for fiscal years beginning after December 3115, ~~2021~~2023, ~~and~~including ~~2020~~interim periods within those fiscal years, ~~there~~with ~~were~~early 6adoption permitted. The Company is currently assessing the impact,~~305,000~~ ~~and~~if 6any,~~325,000~~ ~~Class B~~that ~~ordinary~~ASU ~~shares~~2020-06 ~~issued~~would ~~and~~have ~~outstanding~~on its financial position, ~~respectively~~results of operations or cash flows.

~~Holders~~Management ofdoes ~~Class A~~not ~~ordinary~~believe ~~shares~~that ~~and~~any ~~holders~~other ofrecently ~~Class B~~issued, ~~ordinary~~but ~~shares~~not ~~will~~yet ~~vote~~effective, ~~together~~accounting asstandards, aif ~~single~~currently ~~class~~adopted, onwould ~~all~~have ~~matters submitted to~~ a ~~vote~~material ofeffect ~~our~~on ~~shareholders~~the ~~except~~accompanying asfinancial ~~otherwise required by law~~statements.

The Class B Shares will automatically convert into Class A ordinary shares on the first business day following the completion of the Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B Shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Class B Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination: provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

NOTE 3. INITIAL PUBLIC OFFERING

~~NOTE~~Pursuant 8to the Initial Public Offering on July 20, 2020, the Company sold 25,300,000 Units, which includes the full exercise by the underwriter of its option to purchase an additional 3,300,000 Units, at a purchase price of $10.00 ~~WARRANTS~~per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).

As of December 31, 2021 and 2020, there were 12,650,000 Public Warrants outstanding, with each Public Warrant enabling the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

~~The Company will not be obligated to deliver any Class~~NOTE A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration4. NoPRIVATE Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.PLACEMENT

~~The~~Simultaneously ~~Company~~with ~~has~~the ~~agreed~~closing ~~that~~of asthe ~~soon~~Initial asPublic ~~practicable~~Offering, ~~but~~the inSponsor nopurchased ~~event~~an ~~later~~aggregate ~~than~~of ~~15 business days~~7,060,000 ~~after~~Private ~~the~~Placement ~~closing~~Warrants ofat a ~~Business~~price ~~Combination,~~of it$1.00 ~~will~~per ~~use~~Private ~~its~~Placement ~~commercially~~Warrant ~~reasonable~~from ~~efforts~~the toCompany ~~file~~in ~~with~~a ~~the~~private ~~SEC~~placement, afor ~~registration~~an ~~statement~~aggregate ~~registering~~purchase ~~the~~price ~~issuance~~of $7,060,000. ~~under~~Each ~~the~~Private ~~Securities~~Placement ~~Act,~~Warrant ofis ~~the~~exercisable for one Class A ordinary ~~shares~~share ~~issuable~~at ~~upon~~a ~~exercise~~price of ~~the Public Warrants~~$11.50 ~~The~~per ~~Company~~share, ~~will~~subject ~~use it commercially reasonable efforts~~ to ~~cause~~adjustment ~~the~~(see ~~same to become effective within 60 business~~Note ~~days~~8). ~~after~~Proceeds from the ~~closing~~sale of the ~~Business~~Private ~~Combination~~Placement ~~and~~Warrants towere ~~maintain~~added to the ~~effectiveness~~net ofproceeds ~~such~~from ~~registration statement, and a current prospectus relating thereto, until~~ the ~~expiration~~Initial ~~of the~~ Public ~~Warrants~~Offering held in ~~accordance with~~ the ~~provisions~~Trust ~~of the warrant agreement~~Account. ~~Notwithstanding~~If the ~~above,~~Company ifdoes ~~the Class A ordinary shares are, at the time of any exercise of a Public Warrant,~~ not ~~listed~~complete on a ~~national~~Business ~~securities~~Combination ~~exchange~~within ~~such that they satisfy~~ the ~~definition~~Combination ofPeriod aor ~~“covered~~any ~~security”~~Extension ~~under~~Period, ~~Section 18(b)(1) of~~ the ~~Securities~~proceeds ~~Act,~~from the ~~Company~~sale ~~may, at its option, require holders~~ of ~~Public~~the ~~Warrants~~Private ~~who~~Placement ~~exercise their Public~~ Warrants toheld ~~do so on a “cashless basis”~~ in ~~accordance with Section 3(a)(9) of~~ the ~~Securities~~Trust ~~Act~~Account ~~and, in the event the Company so elects, the Company~~ will ~~not~~ be ~~required~~used to ~~file~~fund orthe ~~maintain~~redemption inof ~~effect~~the aPublic ~~registration~~Shares ~~statement,~~(subject ~~but will use its commercially reasonable efforts~~ to ~~qualify~~ the ~~shares~~requirements ~~under~~of applicable ~~blue~~law) ~~sky~~and ~~laws to~~ the ~~extent~~Private anPlacement ~~exemption~~Warrants iswill ~~not~~expire ~~available~~worthless.

~~Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:~~

●NOTE 5. inRELATED ~~whole~~PARTY ~~and not in part;~~TRANSACTIONS

~~F-16~~Founder Shares

~~Table~~On April 8, 2020, the Sponsor purchased 5,750,000 of ~~Contents~~the Company’s Class B ordinary shares (the “Founder Shares”) for an aggregate consideration of $25,000. On June 25, 2020, the Sponsor transferred 20,000 Founder Shares to each of its independent director nominees at their original per-share purchase price. On July 15, 2020, the Company 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 the Company for no consideration and, as a result, since then the initial shareholders hold an aggregate of 6,305,000 Founder Shares.All share and per-share amounts have been restated to reflect the share capitalization. The Founder Shares included an aggregate of up to 825,000 shares subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option was exercised, so that the Founder Shares would equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriter’s election to fully exercise its over-allotment option on July 16, 2020, no Founder Shares are currently subject to forfeiture.

~~HPX~~On ~~CORP~~July 23, 2021, a former director and a newly appointed director entered into a Securities Assignment Agreement (the “Securities Assignment Agreement”).~~NOTES~~ TOThe ~~THE~~terms ~~FINANCIAL~~of ~~STATEMENTSDECEMBER~~the 31Securities Assignment Agreement specified that the former director transfer the 20,000 ~~2021~~Founder ~~AND~~Shares granted to him on June 25, 2020 to the newly appointed director, which the Company has treated as the cancellation of an existing award and the issuance of a new award.

~~● at a price of $0.01 per Public Warrant;~~F-16

●0Table ~~upon not less than 30 days’ prior written notice~~ of ~~redemption to each warrant holder and~~Contents

●HPX if, and only if, the reported last sale price of the 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 the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18Corp.~~00 per share (as adjusted).~~

~~Redemption~~Notes ofto ~~warrants~~Consolidated ~~when~~Financial ~~the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:~~Statements

●The intransfer ~~whole~~of the Founders Shares to the Company’s directors and ~~not~~director nominees is in ~~part;~~the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were effectively transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance (i.e., upon consummation of a Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified).

●The atSponsor ~~$0.10~~(including ~~per~~the ~~warrant~~directors) ~~upon~~has aagreed, ~~minimum~~subject ofto 30limited ~~days’~~exceptions, ~~prior~~not ~~written~~to ~~notice~~transfer, assign or sell any of ~~redemption~~its ~~provided~~Founder ~~that~~Shares ~~holders~~until ~~will~~the beearlier ~~able~~of: to(A) one ~~exercise~~year ~~their~~after ~~warrants~~the oncompletion of a ~~cashless~~Business ~~basis~~Combination ~~prior~~and (B) subsequent to ~~redemption~~a ~~and~~Business ~~receive~~Combination, ~~that~~(x) if ~~number~~the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, ~~based~~share ondividends, rights issuances, consolidations, reorganizations, recapitalizations and the ~~redemption~~like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date ~~and~~on which the ~~fair~~Company ~~market~~completes ~~value~~a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the ~~Class~~Company’s shareholders having the right to exchange their Class A ordinary shares; for cash, securities or other property.

●In ~~if,~~the ~~and~~event ~~only~~that ifthe Business Combination Agreement is not consummated, and the ~~Reference~~Company ~~Value~~does ~~equals~~not orcomplete ~~exceeds~~a ~~$10.00~~business ~~per~~combination ~~share~~before March 31, 2023, the Non-Redemption Agreement will no longer apply (as ~~adjusted);~~discussed ~~and~~in Shareholder Non-Redemption Agreements of Note 1).

●Administrative ifServices the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.Agreement

IfThe ~~and~~Company ~~when~~entered ~~the~~into ~~Public~~an ~~Warrants~~agreement ~~become~~whereby, ~~redeemable~~commencing byon July 16, 2020, the Company will pay the Sponsor up to $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company ~~may~~will ~~exercise~~cease ~~its~~paying ~~redemption~~these ~~right~~monthly ~~even~~fees. ifFor itthe isyears ~~unable~~ended toDecember ~~register~~31, or2022 ~~qualify~~and 2021, the ~~underlying~~Company ~~securities~~incurred $120,000 in fees for ~~sale~~these ~~under~~services. ~~all~~As ~~applicable~~of ~~state~~December ~~securities~~31, ~~laws~~2022 and 2021, there was $295,000 and $175,000, respectively, of such fees included within accrued expenses in the accompanying balance sheets (See Note 10).

~~The~~Related ~~exercise~~Party price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or any Extension Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.Loans

In ~~addition,~~order ~~if (x) the~~to ~~Company~~finance ~~issues~~transaction ~~additional~~costs ~~Class A ordinary shares or equity-linked securities for capital raising purposes~~ in connection with ~~the closing of~~ a Business Combination, atthe anSponsor ~~issue price~~ or ~~effective~~an ~~issue~~affiliate ~~price~~ of ~~less~~the ~~than~~Sponsor, ~~$9.20 per Class A ordinary share (with such issue price~~ or ~~effective~~certain ~~issue~~of ~~price to be determined in good faith by~~ the Company’s ~~board~~officers ofand directors may, ~~and~~but inare ~~the~~not ~~case~~obligated ~~of any such issuance~~ to ~~the Sponsor or its affiliates~~, ~~without~~loan ~~taking into account any Founder Shares held by~~ the ~~Sponsor~~Company orfunds ~~such affiliates,~~ as ~~applicable,~~may ~~prior~~be torequired ~~such issuance)~~ (~~the~~ “~~Newly~~Working ~~Issued~~Capital ~~Price~~Loans”),. ~~(y) the~~Such ~~aggregate~~Working ~~gross~~Capital ~~proceeds~~Loans ~~from~~would ~~such~~be ~~issuances~~evidenced ~~represent~~by ~~more~~promissory ~~than~~notes. ~~60%~~The ofnotes ~~the~~may ~~total~~be ~~equity~~repaid ~~proceeds,~~upon ~~and interest thereon, available for the funding of a Business Combination on the date of the~~ completion of a Business Combination, ~~(net~~without ofinterest, ~~redemptions)~~or, ~~and~~at ~~(z)~~ the ~~volume weighted average trading price of the Company~~lender’s ~~ordinary~~discretion, ~~shares~~up ~~during~~to ~~the~~$1,500,000 20of ~~trading~~notes ~~day~~may ~~period~~be ~~starting~~converted onupon ~~the~~completion ~~trading~~of ~~day prior to the day on which the Company consummates~~ a Business Combination ~~(such~~into ~~price,~~warrants ~~the~~at ~~“Market~~a ~~Value”)~~price isof ~~below~~ $91.2000 per ~~share,~~warrant. ~~the~~Such ~~exercise~~warrants ~~price~~would ~~of the Public Warrants will~~ be ~~adjusted~~identical (to the ~~nearest~~Private ~~cent)~~Placement toWarrants. beIn ~~equal to 115% of~~ the ~~higher~~event ofthat ~~the~~a ~~Market~~Business ~~Value~~Combination ~~and~~does ~~the~~not ~~Newly Issued Price~~close, the ~~$18.00~~Company ~~per~~may ~~share~~use ~~redemption~~a ~~trigger~~portion ~~price~~of ~~described~~proceeds ~~above~~held ~~will~~outside ~~be adjusted (to~~ the ~~nearest~~Trust ~~cent)~~Account to berepay ~~equal to 180% of~~ the ~~higher~~Working ofCapital ~~the~~Loans ~~Market~~but ~~Value~~no ~~and~~proceeds ~~the~~held ~~Newly~~in ~~Issued Price, and~~ the ~~$10.00~~Trust ~~per~~Account ~~share~~would ~~redemption trigger price described above will~~ be ~~adjusted~~used (to ~~the~~repay ~~nearest cent) to be equal to~~ the ~~higher~~Working ofCapital ~~the Market Value and the Newly Issued Price~~Loans.

As of December 31, 2021 and 2020, there were 7,060,000 Private Placement Warrants outstanding with each Private Placement Warrant exercisable for one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary

FOn June 24, 2022, the Company entered into promissory notes with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $905,000 (the “Working Capital Note”). The Working Capital Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account; however, no proceeds from the Trust Account may be used for such repayment. The Working Capital Note is not convertible. On November 30, 2022, under the terms of the Working Capital Note, the Sponsor loaned to the Company an additional aggregate of $205,000 for working capital purposes. As of December 31, 2022 and 2021, there were $905,000 and $0 outstanding under the Working Capital Note. On January 17, 2023, the Company entered into an additional promissory note with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000. On January 17, 2023, $410,000 was drawn down. As more fully described in Note 10, on March 3, 2023, HPX entered into a Debt Forgiveness Agreement with the Sponsors, which

~~Table of Contents~~F-17

~~HPX~~0Table ~~CORP.NOTES~~of ~~TO THE FINANCIAL STATEMENTSDECEMBER 31, 2021 AND 2020~~Contents

~~shares~~HPX issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptionsCorp. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Notes to Consolidated Financial Statements

~~NOTE 9~~includes forgiveness of $1,168,548 out of the $1,315,000 amount of the Working Capital Note that was outstanding on that date. ~~FAIR~~The ~~VALUE~~Sponsor ~~MEASUREMENTS~~also forgave $315,00 of administrative fees.

The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement dateNOTE 6. InCOMMITMENTS ~~connection~~AND with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:CONTINGENCIES

~~Level~~Registration 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.Rights

~~Level~~Pursuant 2:to ~~Observable~~a ~~inputs~~registration ~~other~~rights ~~than~~agreement ~~Level~~entered 1into ~~inputs.~~on ~~Examples~~July 15, 2020, the holders of ~~Level~~the 2Founder ~~inputs~~Shares, ~~include~~Private ~~quoted~~Placement ~~prices~~Warrants inand ~~active~~any ~~markets~~warrants ~~for~~that ~~similar~~may ~~assets~~be orissued ~~liabilities~~on conversion of Working Capital Loans (and ~~quoted~~any ~~prices~~Class A ~~for~~Ordinary ~~identical~~Shares ~~assets~~issuable upon the exercise of the Private Placement Warrants or ~~liabilities~~warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in ~~markets~~the case of the Founder Shares, only after conversion to the Company’s Class A Ordinary Shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that ~~are~~the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not ~~active~~be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Level~~Underwriting ~~3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.~~Agreement

The ~~following~~underwriter ~~table~~is ~~presents~~entitled ~~information~~to ~~about~~a deferred fee of $0.35 per Unit, or $8,855,000 in the ~~Company’s~~aggregate. ~~assets~~The ~~and~~deferred ~~liabilities~~fee ~~that~~will ~~are~~become ~~measured~~payable atto ~~fair~~the ~~value~~underwriter onfrom the amounts held in the Trust Account solely in the event that the Company completes a ~~recurring~~Business ~~basis~~Combination, atsubject ~~December~~to 31the terms of the underwriting agreement. Of such deferred fee amount, ~~2021~~up ~~and~~to ~~2020~~approximately $0.175 per Unit, ~~and~~or ~~indicates~~up to $4,427,500, may be paid to third parties who did not participate in the ~~fair~~Initial ~~value~~Public ~~hierarchy~~Offering (but who are members of ~~the~~FINRA ~~valuation~~or ~~inputs~~regulated broker-dealers) that assist the Company ~~utilized~~in consummating a Business Combination. The election to ~~determine~~make such ~~fair~~payments ~~value:~~to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the Company’s management team in its sole and absolute discretion.

On August 19, 2022, the Company and underwriter executed a waiver letter confirming the underwriter’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement. As a result, the Company recognized $296,643 of other income and $8,558,357 was recorded to additional paid-in capital in relation to the waiver of the deferred underwriter fee in the accompanying financial statements. As of December 31, 2022 and 2021, the deferred underwriting fee payable is $0 and $8,855,000, respectively.


		December 31,		December 31,
Description	Level	2021		2020
Assets:
Marketable securities held in Trust Account	1	$	253,037,516	$	253,012,211

Liabilities:
Warrant Liability – Public Warrants	1	$	6,775,340	$	13,535,500
Warrant Liability – Private Placement Warrants	3	$	3,781,336	$	7,554,200

Consulting Arrangements

The Company has arrangements with a consultant to provide services to the Company relating to market and industry analyses, assistance with due diligence, and financial modeling and valuation of potential targets. The Company agreed to pay the service provider a fee of 6,600 BRL per month (approximately $1,200 per month). For the years ended December 31, 2022 and 2021, the Company incurred $17,782 and $16,332 of consulting fees, respectively. As of December 31, 2022 and 2021, there was $1,589 and $1,314 of such fees included within accrued expenses in the balance sheets, respectively.

~~The~~Restricted ~~Warrants~~Stock ~~were~~Unit accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statements of operations.Award

~~The~~In ~~Private~~July ~~Placement Warrants were valued using a binomial lattice model~~2021, ~~which~~pursuant ~~is considered~~ to be a ~~Level~~Director 3Restricted ~~fair~~Stock ~~value~~Unit ~~measurement.~~Award ~~The~~Agreement, ~~binomial~~dated ~~lattice~~July ~~model’s~~23, ~~primary~~2021, ~~unobservable~~between ~~input utilized in determining~~ the ~~fair~~Company ~~value~~and ofa director, the ~~Private~~Company ~~Placement~~agreed ~~Warrants~~to isgrant ~~the~~20,000 ~~expected~~restricted ~~volatility~~stock ofunits ~~the~~(“RSUs”) ~~ordinary~~to ~~shares~~a director. The ~~expected~~RSUs ~~volatility~~will asvest ofupon the ~~Initial~~consummation ~~Public~~of ~~Offering~~such ~~date~~Business ~~was~~Combination ~~derived~~and ~~from~~represent ~~observable~~20,000 ~~public warrant pricing on comparable ‘blank~~non-~~check’~~redeemable ~~companies~~Class ~~without~~A anordinary ~~identified~~shares ~~target. The expected volatility as~~ of ~~subsequent valuation dates was implied from~~ the Company’s ~~own~~that ~~Public~~will ~~Warrant~~settle ~~pricing. The measurement of the Public Warrants after the detachment of the Public Warrants from the Units~~ on ~~September~~a 8,date ~~2020, is classified~~ as ~~Level~~soon ~~1 due to the use of an observable market~~

F-18

~~Table~~0Table of Contents

HPX ~~CORP~~Corp.~~NOTES TO THE FINANCIAL STATEMENTSDECEMBER 31, 2021 AND 2020~~

~~quote~~Notes ~~in an active market. For periods subsequent~~ to ~~the~~Consolidated ~~detachment~~Financial ~~of the Public Warrants from the Units, the close price of the Public Warrant on the New York Stock Exchange was used as the fair value of the Warrants as of each relevant date.~~Statements

~~The~~as practicable following ~~table~~vesting ~~presents~~but in no event more than 30 days after vesting. Issuance of the ~~quantitative~~shares ~~information~~underlying ~~regarding~~the ~~Level~~RSUs 3are ~~fair~~also ~~value~~subject ~~measurements for~~to the ~~Private~~future ~~Placement~~approval ~~Warrants~~of an equity incentive plan.

The RSUs to be granted by the Company are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs to be granted are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022 and 2021, the Company did not have a shareholder approved equity plan and also determined that a Business Combination is not considered probable, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified).



	December 31,		December 31,
	2021		2020
Exercise price	$	11.50	$	11.50
Share price	$	9.87	$	10.02
Volatility		12.3		17.5	%
Term		5.00		5.00
Risk-free rate		1.10		0.35	%
Dividend yield		0.00		0.00	%

Contingent Fee Arrangement

~~The~~On ~~following~~June ~~table~~27, ~~presents~~2022, the ~~changes~~Company entered into an agreement with a vendor to provide advisory services in connection with a potential Business Combination. The agreement calls for the ~~fair~~Company ~~value~~to pay a fee of ~~Level~~$2,000,000 3upon ~~warrant~~the ~~liabilities~~closing atof ~~December~~a 31business combination. If the Business Combination is not consummated for any reason, ~~2021~~no ~~and~~fee ~~2020:~~is payable under this agreement. The Company recognized this fee upon consummation of the business combination.


	Private Placement		Public		Warrant Liabilities
Fair value as of March 20, 2020 (inception)	$	—	$	—	$	—
Initial measurement on July 20, 2020 (Initial Public Offering)		4,730,200		8,475,500		13,205,700
Change in fair value		2,824,000		2,909,500		5,733,500
Transfers out of Level 3		—		(11,385,000)		(11,385,000)
Fair value as of December 31, 2020	$	7,554,200	$	—	$	7,554,200

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. As of December 31, 2022 and 2021, there were no preference shares issued or outstanding.


	Private
	Placement
Fair value as of December 31, 2020	$	7,554,200
Change in fair value		(3,772,864)
Fair value as of December 31, 2021	$	3,781,336

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 2,176,544 and 25,300,000 Class A ordinary shares issued and outstanding, respectively, all of which were subject to possible redemption and reported as temporary equity. The shares balance at December 31, 2022 excludes a total of 23,123,456 Class A ordinary shares redeemed on July 14, 2022 and November 3, 2022

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2022 and 2021, there were 6,305,000 Class B ordinary shares issued and outstanding.

~~Transfers~~Holders ~~to/from~~of ~~Levels~~Class A 1,ordinary 2shares and 3holders ~~are~~of ~~recognized~~Class B atordinary ~~the~~shares ~~end~~will ofvote ~~the~~together ~~reporting~~as ~~period in which~~ a ~~change~~single inclass ~~valuation~~on ~~technique~~all ormatters ~~methodology~~submitted ~~occurs.~~to ~~There~~a ~~were~~vote ~~no transfers in or out~~ of ~~Level~~our 3shareholders ~~for~~except ~~the~~as ~~year~~otherwise ~~ended~~required ~~December~~by ~~31, 2021~~law. ~~Transfers from Level 3 to Level 1 amounted to $11,385,000 for the period ended December 31, 2020.~~

~~NOTE~~The Class 10B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the completion of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. ~~SUBSEQUENT~~In ~~EVENTS~~the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares) so that the number of Class A ordinary shares issuable upon conversion of all Class B Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the ordinary shares issued and outstanding upon completion of the Initial Public Offering plus the number of Class A ordinary shares

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as outlined below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.F-19

As0Table discussed in Notes 1 and 5, on February 21, 2022, the Sponsor committed to provide the Company with an additional $755,000 in loans for working capital purposes. These loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a business combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.Contents

HPX Corp.

Notes to Consolidated Financial Statements

Fand equity-19linked securities issued or deemed issued in connection with a Business Combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination: provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis , unless agreed to by the holders of these shares.

~~Table of Contents~~

~~(2)~~NOTE ~~Financial~~8. ~~Statement Schedules:~~WARRANTS

As of December 31, 2022 and 2021, there were 12,650,000 Public Warrants outstanding, with each Public Warrant enabling the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

~~None~~The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use it commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~(3)~~Redemption ~~Exhibits~~of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

● in whole and not in part;

We● ~~hereby~~at ~~file~~a asprice ~~part~~ of ~~this Report the exhibits listed in the attached Exhibit Index~~$0.01 ~~Exhibits~~per which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public ~~Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.~~Warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder and

No.		Description of Exhibit
3.1(1)		Amended and Restated Memorandum and Articles of Association of the Company.
4.1(1)		Warrant Agreement, dated July 15, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
4.2(2)		Description of the Company’s Securities
10.1(1)		Letter Agreement, dated July 15, 2020, among the Company, the Sponsor and the Company’s officers and directors.
10.2(1)		Investment Management Trust Agreement, dated July 15, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3(1)		Registration Rights Agreement, dated July 15, 2020, among the Company, the Sponsor and certain other security holders named therein.
10.4(1)		Administrative Services Agreement, dated July 15, 2020, between the Company and the Sponsor.
10.5(1)		Sponsor Warrants Purchase Agreement, dated July 15, 2020, between the Company and the Sponsor.
10.6(1)		Indemnity Agreement, dated July 15, 2020, between the Company and Carlos Piani.
10.7(1)		Indemnity Agreement, dated July 15, 2020, between the Company and Bernardo Hees.
10.8(1)		Indemnity Agreement, dated July 15, 2020, between the Company and Rodrigo Xavier.
10.9(1)		Indemnity Agreement, dated July 15, 2020, between the Company and Marcos Peigo.
10.11(1)		Indemnity Agreement, dated July 15, 2020, between the Company and Marco Kheirallah.
10.12(1)		Indemnity Agreement, dated July 15, 2020, between the Company and Salete Pinheiro.
10.13*		Indemnity Agreement, dated July 15, 2020, between the Company and Wolney Betiol.
10.14*		Indemnity Agreement, dated July 15, 2020, between the Company and Rafael Grisolia.
14.01(2)		Code of Ethics and Business Conduct of HPX Corp.
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

●

if, and only if, the reported last sale price of the 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 the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

*Redemption ~~Filed~~of ~~herewith~~warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

● in whole and not in part;

** Furnished.F-20

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~~(1)~~HPX ~~Previously filed as an exhibit to our Current Report on Form 8-K filed on July 21, 2020 and incorporated by reference herein~~Corp.

~~(2)~~Notes ~~Previously filed as an exhibit~~ to ~~our~~Consolidated ~~Annual~~Financial ~~Report on Form 10-K filed on March 23, 2021 and incorporated by reference herein.~~Statements

● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A ordinary shares;

~~Item~~● ~~16.Form~~if, ~~10-K~~and ~~Summary~~only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and

● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

~~None~~If and when the Public Warrants become redeemable by the Company, the Company 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.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period or any Extension Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

61As of December 31, 2022 and 2021, there were 7,060,000 Private Placement Warrants outstanding with each Private Placement Warrant exercisable for one Class A ordinary share at a price of $11.50 per share. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Table of Contents~~

~~SIGNATURES~~Conversion of warrants as a result of the consummation of the Business Combination.

At the time HPX was merged with and into New PubCo, each Public Warrant and Private Placement Warrant outstanding after the Recapitalization (as defined below) was converted into one warrant to purchase one New PubCo Class A ordinary share (a “New PubCo Warrant”) (see Note 1) at an exercise price of $11.50 per share, subject to the same terms and conditions existing prior to such conversion.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.F-21

0Table of Contents


	HPX CORP.

Date: April 14, 2022	/s/ Carlos Piani
	By:	Carlos Piani
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

HPX Corp.

Notes to Consolidated Financial Statements

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

NOTE 9. FAIR VALUE MEASUREMENTS

/s/ Carlos Piani
Name:	Carlos Piani
Title:	Chief Executive Officer and Chief Financial Officer and Director
Date:	April 14, 2022

/s/ Bernardo Hees
Name:	Bernardo Hees
Title:	Co-Chairman of the Board of Directors
Date:	April 14, 2022

/s/ Rodrigo Xavier
Name:	Rodrigo Xavier
Title:	Co-Chairman of the Board of Directors
Date:	April 14, 2022

/s/ Marcos Peigo
Name:	Marcos Peigo
Title:	Director
Date:	April 14, 2022

/s/ Salete Pinheiro
Name:	Salete Pinheiro
Title:	Director
Date:	April 14, 2022

/s/ Wolney Betiol
Name:	Wolney Betiol
Title:	Director
Date:	April 14, 2022

/s/ Rafael Grisolia
Name:	Rafael Grisolia
Title:	Director
Date:	April 14, 2022

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


		December 31,		December 31,
Description	Level	2022		2021
Assets:
Cash held in Trust Account	1	$	21,905,597	$	—
Marketable securities held in Trust Account	1	$	—	$	253,037,516

Liabilities:
Warrant Liability – Public Warrants	1	$	5,313,000	$	6,775,340
Warrant Liability – Private Placement Warrants	2	$	2,965,200	$	—
Warrant Liability – Private Placement Warrants	3	$	—	$	3,781,336
PIPE derivative liability	3	$	3,259,630	$	—

The Warrants were accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the statements of operations.

The Private Placement Warrants were initially valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. Beginning on March 31, 2022 and as of December 31, 2022, the Private Placement Warrants are classified as Level 2 due to the use of a quoted price in an active market for a similar liability.

F-22

0Table of Contents

HPX Corp.

Notes to Consolidated Financial Statements

The measurement of the Public Warrants after the detachment of the Public Warrants from the Units on September 8, 2020, is classified as Level 1 due to the use of an observable market quote in an active market. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant on the New York Stock Exchange up to October 27, 2022 and the New York Stock Exchange American LLC thereafter was used as the fair value of the Warrants as of each relevant date.

The following table presents the quantitative information regarding Level 3 fair value measurements of Private Warrants:



	December 31,
	2021
Exercise price	$	11.50
Share price	$	9.87
Volatility		12.3	%
Term		5.00
Risk-free rate		1.10	%
Dividend yield		0.00	%

The following table presents the changes in the fair value of Level 3 warrant liabilities at December 31, 2022 and 2021:


	Private
	Placement
Fair value as of December 31, 2021	$	3,781,336
Change in fair value		(2,498,534)
Transfer to Level 2		(1,282,802)
Fair value as of December 31, 2022	$	—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the year ended December 31, 2022, $1,282,802 of private placement warrants were transferred from level 3 to level 2 classification.There were no transfers in or out of Level 3 for the year ended 2021.

The PIPE derivative liability was accounted for as a liability in accordance with ASC 815-40, measured at fair value at initial measurement date and on a recurring basis, with changes in fair value presented in the statements of operations.

The Downside Protection Shares were initially and as of December 31, 2022, valued using a Monte Carlo model which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the PIPE derivative liability is the expected volatility of the Company’s ordinary shares. The expected volatility of the Company’s ordinary shares was determined based on the Cboe Volatility Index (“VIX”).

F-23

0Table of Contents

HPX Corp.

Notes to Consolidated Financial Statements

The key inputs into the Monte Carlo model for the PIPE derivative liability were as follows:


	July 5, 2022
	(Initial			December 31,
Input	Measurement)			2022
Initial share price	$	9.98		$	9.87
Price CPI adjusted at measurement date	$	10.80		$	10.67
Days to expire (number of business days)		630			630
Fraction of a year (years)		2.5			2.5
Risk-free rate		2.80	%		4.20	%
Dividend yield		0.00	%		0.00	%
Historical volatility		58.49	%		53.71	%
Accumulated expected inflation		8.20	%		8.10	%
Block trade fee		1.00	%		1.00	%
Illiquidity discount		2.20	%		2.20	%

The below table presents the changes in the fair value of PIPE derivative liability


	PIPE Derivative Liability
Initial measurement on July 5, 2022	$	3,198,267
Change in valuation inputs or other assumptions		61,363
Fair value as of December 31, 2022	$	3,259,630

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than outlined below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Issue of Promissory Note

On January 17, 2023, the Company entered into promissory notes with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $410,000 (the “Note”). On January 17, 2023, $410,000 was drawn down. The Note is non-interest bearing and payable on the earlier of the date on which the Company consummates a Business Combination or the date that the winding up of the Company is effective. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account; however, no proceeds from the Trust Account may be used for such repayment. The Note is not convertible.

Forgiveness of Promissory Note

On March 3, 2023, HPX entered into a Debt Forgiveness Agreement with the Sponsors, whereby the Sponsors agreed to forgive $1,483,548 out of a total $1,630,000 of debt owing to the Sponsor by the Company. The total debt of $1,630,000 comprised $1,315,000 of promissory notes and $315,000 of administrative fees earned by the Sponsor through March 3, 2023 (see Note 5). A total of $315,000 of administrative fees and $1,168,548 of promissory note was forgiven.

Recapitalization

On March 3, 2023, in anticipation of the close of the Business Combination, the Company cancelled all outstanding Class B ordinary shares and all outstanding private warrants. Further, the Company issued to the Sponsor, in exchange for these cancelled shares and warrants, an aggregate of 1,836,100 Class A ordinary shares at a par value of $0.001 per share and an aggregate of 676,707 Private Placement Warrants (the “Recapitalization”).

F-24

0Table of Contents

HPX Corp.

Notes to Consolidated Financial Statements

Close of Business Combination and Redemption of Class A Ordinary Shares

On February 28, 2023, the shareholders of the Company approved the close of the Business Combination as described in the Business Combination Agreement dated July 5, 2022. In connection with the approval, holders of 1,258,439 Class A ordinary shares validly elected to redeem their public shares for an aggregate redemption amount of $12,655,426, leaving 918,105 Class A ordinary shares outstanding upon consummation of the Business Combination, all of which were converted as described below.

On March 3, 2023 (the “Closing Date”), the previously announced Business Combination was consummated by and among Ambipar Emergency Response (”AMBI”), the Company, Ambipar Merger Sub, Emergência Participações S.A., and Ambipar Participações e Empreendimentos S.A. On the Closing Date, (i) HPX merged with and into AMBI, with AMBI as the surviving entity (the “First Merger”) and (ii) immediately after the First Merger, Merger Sub merged with and into AMBI, with AMBI as the surviving entity.

NYSE American LLC delisted the securities of the Company on March 17, 2023 and the Company filed a Form 15 to terminate its duty to file reports with the Securities and Exchange Commission.

F-25

Table of Contents

(2)

Financial Statement Schedules:

None.

(3)

Exhibits


No.		Description of Exhibit
3.1⁽¹⁾		Amended and Restated Memorandum and Articles of Association of the Company.
4.1⁽¹⁾		Warrant Agreement, dated July 15, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
4.2⁽²⁾		Description of the Company’s Securities
10.1⁽¹⁾		Letter Agreement, dated July 15, 2020, among the Company, the Sponsor and the Company’s officers and directors.
10.2⁽¹⁾		Investment Management Trust Agreement, dated July 15, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3⁽¹⁾		Registration Rights Agreement, dated July 15, 2020, among the Company, the Sponsor and certain other security holders named therein.
10.4⁽¹⁾		Administrative Services Agreement, dated July 15, 2020, between the Company and the Sponsor.
10.5⁽¹⁾		Sponsor Warrants Purchase Agreement, dated July 15, 2020, between the Company and the Sponsor.
10.6⁽¹⁾		Indemnity Agreement, dated July 15, 2020, between the Company and Carlos Piani.
10.7⁽¹⁾		Indemnity Agreement, dated July 15, 2020, between the Company and Bernardo Hees.
10.8⁽¹⁾		Indemnity Agreement, dated July 15, 2020, between the Company and Rodrigo Xavier.
10.9⁽¹⁾		Indemnity Agreement, dated July 15, 2020, between the Company and Marcos Peigo.
10.11⁽¹⁾		Indemnity Agreement, dated July 15, 2020, between the Company and Marco Kheirallah.
10.12⁽¹⁾		Indemnity Agreement, dated July 15, 2020, between the Company and Salete Pinheiro.
10.13⁽³⁾		Indemnity Agreement, dated July 15, 2020, between the Company and Wolney Betiol.
10.14⁽³⁾		Indemnity Agreement, dated July 15, 2020, between the Company and Mr. Rafael Grisolia.
14.01⁽²⁾		Code of Ethics and Business Conduct of HPX Corp.
31.1^*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1^**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS^*		XBRL Instance Document
101.CAL^*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH^*		XBRL Taxonomy Extension Schema Document
101.DEF^*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB^*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE^*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on July 21, 2020 and incorporated by reference herein.

(2)	Previously filed as an exhibit to our Annual Report on Form 10-K filed on March 23, 2021 and incorporated by reference herein.

(3)	Previously filed as an exhibit to our Annual Report on Form 10-K filed on April 14, 2022 and incorporated by reference herein.

Item 16.Form 10-K Summary.

None.

Table of Contents

SIGNATURES


	HPX CORP.

Date: July 26, 2023	/s/ Carlos Piani
	By:	Carlos Piani
		Chief Executive Officer and Chief Financial Officer


/s/ Carlos Piani
Name:	Carlos Piani
Title:	Chief Executive Officer and Chief Financial Officer and Director

(Principal Executive Officer and Principal Financial Officer)
Date:	July 26, 2023

/s/ Bernardo Hees
Name:	Bernardo Hees
Title:	Co-Chairman of the Board of Directors
Date:	July 26, 2023

/s/ Rodrigo Xavier
Name:	Rodrigo Xavier
Title:	Co-Chairman of the Board of Directors
Date:	July 26, 2023

/s/ Marcos Piego
Name:	Marcos Piego
Title:	Director
Date:	July 26, 2023


Name:	Salete Pinheiro
Title:	Director
Date:


Name:	Wolney Betiol
Title:	Director
Date:


Name:	Rafael Grisiola
Title:	Director
Date:

Filing Compare · HPX Corp.