Valuation Update With 7 Day Price Move • Mar 02
Investor sentiment improves as stock rises 170% After last week's 170% share price gain to US$27.07, the stock trades at a trailing P/E ratio of 67.6x. Average trailing P/E is 28x in the Capital Markets industry in the US. Total returns to shareholders of 173% over the past year. Board Change • Feb 14
High number of new and inexperienced directors There are 7 new directors who have joined the board in the last 3 years. The company's board is composed of: 7 new directors. No experienced directors. No highly experienced directors. CEO, CFO & Director Carlos Leone Piani is the most experienced director on the board, commencing their role in 2020. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. 공시 • Nov 15
HPX Corp. announced delayed 10-Q filing On 11/14/2022, HPX Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Jul 09
3GA Participações S.A. entered into a business combination agreement to acquire HPX Corp. (NYSE:HPX) from HPX Capital Partners LLC and others in a reverse merger transaction. 3GA Participações S.A. entered into a business combination agreement to acquire HPX Corp. (NYSE:HPX) from HPX Capital Partners LLC and others in a reverse merger transaction on July 5, 2022. The combined company is expected to have a pro-forma enterprise value of approximately $581 million and a pro-forma implied market capitalization of approximately $798 million, assuming no redemptions from HPX Corp. shareholders. Upon closing of the Business Combination, Ambipar Emergency Response (“Ambipar Response”), a newly incorporated Cayman Islands exempted company that will hold the business of Emergência Participações S.A., is expected to become publicly listed on the NYSE under the ticker symbol “AMBI.” Ambipar Participações e Empreendimentos S.A. (“Ambipar Group”) (B3: AMBP3), currently the sole shareholder of Emergência Participações S.A., will remain a majority shareholder of Ambipar Response with an approximate 50% equity stake in Ambipar Response following the closing of the Business Combination and assuming no redemptions from HPX’s existing public shareholders, and up to 72% in case of total redemptions of HPX existing public shareholders. The economic ownership structure following the Business Combination is expected to be approximately: 50% Ambipar Group, 48% PIPE and HPX public shareholders, and 2% HPX sponsor.
The consummation of the transactions contemplated by the Business Combination Agreement is subject to customary closing conditions, including approval by shareholders of HPX and Ambipar; HPX having at least $5,000,001 of net tangible assets; the receipt of approval for the New PubCo Class A Ordinary Shares to be listed on NYSE; delivery of the Contribution Agreement; HPX shall have at least $168,000,000 in cash and cash equivalents in the Trust Account; Parties will have received or have been deemed to have received all other necessary pre-Closing authorizations, consents, clearances, waivers and approvals of the Governmental Entities; The Registration Statement shall have become effective in accordance with the provisions of the Securities Act and other conditions. The Business Combination has been unanimously approved by the Board of Directors of Ambipar Group and HPX. Ambipar Participações e Empreendimentos S.A., shareholder of Emergência Participações S.A. also approved the merger agreement. Transaction is expected to close during the second half of 2022.
Bank of America Merrill Lynch Banco Múltiplo S.A. is serving as financial advisor to Ambipar Response and Ambipar Group, and BofA Securities, Inc. is serving as the placement agent in connection with the PIPE offering. Mark Pflug and Grenfel Calheiros, Mark Brod, Tristan Brown, Lori Lesser, Mick Tuesley of Simpson Thacher & Bartlett LLP serving as U.S. legal advisors to Ambipar Response and Ambipar Group, and Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados is serving as Brazilian legal advisor to Ambipar Response and Ambipar Group. J. Mathias von Bernuth and Maxim Mayer-Cesiano of Skadden, Arps, Slate, Meagher & Flom LLP serving as U.S. legal advisors to HPX, Greenberg Traurig, LLP is serving as legal advisor on certain international diligence matters for HPX and BRZ Advogados as legal advisor on Brazilian matters. Shearman & Sterling LLP is acting as legal advisor to BofA Securities, Inc. in its capacity as the placement agent. 공시 • May 17
HPX Corp. announced delayed 10-Q filing On 05/16/2022, HPX Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Apr 01
HPX Corp. announced delayed annual 10-K filing On 03/31/2022, HPX Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC. 공시 • May 29
HPX Corp. Receives Notice from the NYSE Regarding Delayed Filing of Quarterly Report On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities and Exchange Commission (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 Staff Statement”). As previously disclosed, given the scope of the process for determining the appropriate accounting treatment of its outstanding warrants in accordance with the SEC Staff Statement and Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, HPX Corp. (the “Company”) was unable to complete and file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the required due date without unreasonable effort and expense. On May 25, 2021, HPX Corp. received a notice (the “Notice”) from the New York Stock Exchange (the “Exchange”) indicating that, as a result of not having timely filed the Form 10-Q with the SEC, the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires listed companies to timely file all required periodic reports with the SEC. The Notice indicated that the Company can regain compliance with the Exchange’s listing standards at any time prior to November 24, 2021 by filing the Form 10-Q. If the Company fails to file the Form 10-Q by such date, the Exchange may grant, at its sole discretion, an extension for the Company to regain compliance, depending on the specific circumstances. The Notice also stated that the Exchange may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant. While the Company can provide no assurances as to timing, the Company plans to file the Form 10-Q as soon as practicably possible, and no later than November 24, 2021, and regaining compliance with the Listing Rule. 공시 • May 19
HPX Corp. announced delayed 10-Q filing On 05/18/2021, HPX Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Is New 90 Day High Low • Jan 26
New 90-day high: US$10.61 The company is up 10.0% from its price of US$9.65 on 27 October 2020. The American market is up 17% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Capital Markets industry, which is up 24% over the same period. Is New 90 Day High Low • Jan 05
New 90-day high: US$10.31 The company is up 6.0% from its price of US$9.75 on 06 October 2020. The American market is up 13% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Capital Markets industry, which is up 19% over the same period. Is New 90 Day High Low • Dec 14
New 90-day high: US$9.98 The company is up 1.0% from its price of US$9.85 on 14 September 2020. The American market is up 11% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Capital Markets industry, which is up 16% over the same period. 공시 • Dec 10
Hpx Corp. Announces Board Changes On December 3, 2020, F bio Mour o informed HPX Corp. of his decision to resign from the board of directors of the company and as a member of the audit committee and chairman of the nominating and corporate governance committee, effective as of December 3, 2020. Mr. Mour o's resignation was voluntary and to pursue other professional endeavors and not the result of any disagreement with the operations, policies or practices of the company. Marcos Vinicius Bernardes Peigo, a director of the Company, was appointed to the audit committee in order to fill the seat left vacant by Mr. Mour o's departure. In addition, Mr. Peigo was appointed as the new chairman of the nominating and corporate governance committee.