HPX SEC filings, in plain English

• 10-K27 July 20230001410578-23-001502
  What changed vs 2022-04-14deadline 2022-07-20 → 2023-03-31going concern RESOLVEDsponsor loan $300K → $905Kshares 25.3M → 2.18M -91%
  combination deadline, going-concern doubt, sponsor loans outstanding +34 moved · 2 with no prior record of ours

  Combination deadline

  2022-07-20→2023-03-31

  SpacBrain reads this as 254 days later than the previous record.

  The clause “A ordinary shares for cash, securities or other property. 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”…

  Going-concern doubt

  stated→not stated

  SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.

  Sponsor loans outstanding

  $300K→$905K

  SpacBrain reads this as the sponsor has advanced $605,000 more.

  The clause …“completion of a business combination into warrants. As of December 31, 2022, $905,000 were outstanding under such loan. ​ 7 Table of Contents The outstanding amount as of December 31, 2022 and the additional amounts incurred in January”…

  Redeemable shares

  25.3M→2.18M

  SpacBrain reads this as 23,123,456 shares are no longer redeemable.

  The clause …“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”…

  Trust account

  $253.0M · unchanged

  The clause …“​ ​ ​ ​ 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”…

  Mandate language

  the Company intends to focus on businesses in Brazil.… · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 15-12G16 March 20230001104659-23-033250
• 25-NSE6 March 20230001143313-23-000015
• 8-K28 February 20230001104659-23-026804
• 42528 February 20230001104659-23-026807
• SC 13G16 February 20230001683168-23-000991
• SC 13G/A14 February 20230001193125-23-038193
• SC 13G14 February 20230001193125-23-037193
• SC 13G/A14 February 20230001076809-23-000097
• SC 13G/A13 February 20230001193125-23-035712
• SC 13G/A8 February 20230000899140-23-000128
• 4253 February 20230001104659-23-010644
• DEFM14A3 February 20230001104659-23-010636

  What changed: HPX Corp. filed a proxy and prospectus for up to 17,559,044 Class A shares and 13,462,500 warrants of Ambipar Emergency Response for an EGM on February 28, 2023 at Skadden's São Paulo offices, to approve the combination agreement dated July 5, 2022. As of December 2, 2022 redemption would have amounted to about $10.06 per public share. Sponsor HPX Capital Partners LLC waived redemption on its founder shares under a July 15, 2020 letter agreement. Subscription prices for Opportunity Agro Fund and the other PIPE investors were reduced to $8.41 and $9.49 per share respectively. Why it matters: Cutting the PIPE subscription prices to $8.41 and $9.49 against a redemption value of about $10.06 means new money is entering below what a redeeming holder can take out in cash, so anyone who stays is diluted at prices they cannot access. Repricing a PIPE downward before closing is a reliable signal that the original terms could not be funded. The sponsor's waiver of redemption on its founder shares aligns it with closing rather than with liquidation, which is the standard but conflicting incentive in these votes.

  minimum cash conditionnothing moved · 1 with no prior record of ours

  Minimum cash condition

  not previously extracted→$150.0M

  SpacBrain reads this as the min-cash condition binds at $150,000,000.

  The clause …“balance sheet as a result of the proposed business combination; ​ • a minimum cash condition of $150 million; ​ • a PIPE financing in the amount of $47 million; ​ • the Sponsor agreeing to vote in favor of the proposed business”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 4/A30 January 20230001376474-23-000072
• 327 January 20230001376474-23-000064
• 427 January 20230001376474-23-000067
• SC 13G27 January 20230001376474-23-000062
• 8-K17 January 20230001104659-23-004209
• 42516 December 20220001104659-22-127444
• 10-Q2 December 20220001410578-22-003545
  What changed vs 2022-08-15trust $253.4M → $253.0M -0%deadline 2022-11-20 → 2023-03-31shares 25.3M → 5.83M -77%
  trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours

  Trust account

  $253.4M→$253.0M

  SpacBrain reads this as $343,952 left the trust between the two filings.

  The clause …“​ ​ ​ ​ Cash held in Trust Account ​ ​ 58,650,422 ​ ​ — Marketable securities held in Trust Account ​ ​ — ​ ​ 253,037,516 TOTAL ASSETS ​ $ 59,009,664 ​ $ 253,686,710 ​ ​ ​ ​ ​ ​ ​ LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION, AND”…

  Combination deadline

  2022-11-20→2023-03-31

  SpacBrain reads this as 131 days later than the previous record.

  The clause …“needs, obtain approval for another extension of the deadline or complete a Business Combination by March 31, 2023, in accordance with the Additional Extension as approved by the Company’s shareholders in connection with the”…

  Redeemable shares

  25.3M→5.83M

  SpacBrain reads this as 19,472,483 shares are no longer redeemable.

  The clause …“value; 500,000,000 shares authorized; none issued and outstanding (excluding 5,827,517 and 25,300,000 shares subject to possible redemption as of September 30, 2022 and December 31, 2021, respectively) ​ ​ — ​ — Class B ordinary”…

  Going-concern doubt

  stated · unchanged

  The clause …“is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…

  Mandate language

  the Company intends to focus on businesses in Brazil.… · unchanged

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 8-K30 November 20220001104659-22-123274
• 8-K29 November 20220001104659-22-122874
• NT 10-Q14 November 20220001104659-22-118180
• 42510 November 20220001104659-22-116621
• 2510 November 20220001104659-22-117104
• 8-K4 November 20220001104659-22-114538
• 4254 November 20220001104659-22-114540
• 42526 October 20220001104659-22-111258
• 8-A12B24 October 20220001104659-22-110901
• 42524 October 20220001104659-22-110899
• 8-K24 October 20220001104659-22-110898
• CERT24 October 20220001143313-22-000067
• DEF 14A11 October 20220001104659-22-107714

  What changed: HPX Corp. called an extraordinary general meeting for November 3, 2022 at 9:00 a.m. Eastern Time at Skadden, Arps, to extend the deadline from November 20, 2022 to March 31, 2023, with a matching Trust Amendment moving Continental's liquidation date. Based on approximately $58,650,428 in the Trust Account as of October 11, 2022 the anticipated redemption price is approximately $10.06 per share, against a NYSE closing price of $9.96 on October 10, 2022. Redemption must be demanded before 5:00 P.M. Eastern Time on November 1, 2022. Why it matters: At $10.06 in trust against a $9.96 market price, redeeming was worth ten cents more than selling and carried settlement certainty. With roughly $58.7 million left the vehicle has already been substantially redeemed, so the cash reaching the Brazilian emergency-response target is limited. Four and a half months of extension is sought with no deposit disclosed, so holders who stay finance the delay themselves.

  What changed vs 2022-07-01trust $253.3M → $58.7M -77%deadline 2022-11-20 → 2023-03-31
  trust account, combination deadline2 moved

  Trust account

  $253.3M→$58.7M

  SpacBrain reads this as $194,635,520 left the trust between the two filings.

  The clause …“$58.4 million in the Trust Account. As of October 11, 2022, funds held in the Trust Account totaled approximately $58,650,428, and were held in cash. Our Sponsor, directors and officers have interests in the proposals that”…

  Combination deadline

  2022-11-20→2023-03-31

  SpacBrain reads this as 131 days later than the previous record.

  The clause …“it with the following: “In the event that the Company does not consummate a Business Combination by March 31, 2023, or such later time as the Members may approve in accordance with the Articles, the Company shall:”; and (b) amending”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 4253 October 20220001104659-22-104762
• PRE 14A30 September 20220001104659-22-104586
• 42515 September 20220001104659-22-100372
• 42515 September 20220001104659-22-100371
• 10-Q15 August 20220001410578-22-002645
  What changed vs 2022-05-19trust $253.1M → $253.4M +0%deadline 2022-07-20 → 2022-11-20
  trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours

  Trust account

  $253.1M→$253.4M

  SpacBrain reads this as $321,395 was added to the trust between the two filings.

  The clause …“Current Assets ​ ​ 836,151 ​ ​ 649,194 ​ ​ ​ ​ ​ ​ ​ Marketable securities held in Trust Account ​ ​ 253,381,468 ​ ​ 253,037,516 TOTAL ASSETS ​ $ 254,217,619 ​ $ 253,686,710 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ DEFICIT ​ ​ ​ ​”…

  Combination deadline

  2022-07-20→2022-11-20

  SpacBrain reads this as 123 days later than the previous record.

  The clause …“needs, obtain approval for another extension of the deadline or complete a Business Combination by November 20, 2022, then the Company will cease all operations except for the purpose of liquidating. The Company intends to complete a”…

  Going-concern doubt

  stated · unchanged

  The clause …“is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…

  Mandate language

  the Company intends to focus on businesses in Brazil.… · unchanged

  Redeemable shares

  25.3M · unchanged

  The clause …“value; 500,000,000 shares authorized; none issued and outstanding (excluding 25,300,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021 ​ ​ — ​ — Class B ordinary shares, $ 0.0001 par value; 50,000,000”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 42512 August 20220001104659-22-089573
• 8-K14 July 20220001104659-22-079900

The complete HPX filing history on EDGAR