UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549












FORM 20-F












|(Mark One)
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Date of event requiring this shell company
report: March 3, 2023
Commission File Number: 001-41638












AMBIPAR EMERGENCY RESPONSE

(Exact name of Registrant as specified in
its charter)














|Not applicable                                  | Cayman Islands                                 
|----------------------------------------------- | -----------------------------------------------
|(Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization)



Ambipar Emergency Response

Avenida Angélica, no 2346, 5th
Floor
São Paulo, SP – Brazil, 01228-200(Address of Principal Executive Offices)



Rafael Espírito Santo
Telephone: +55 (11) 3429-5000
E-mail: ir.response@ambipar.com
At the address of the Company set forth above(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)



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



|Title
    of each class | Trading
    Symbol(s) | Name
    of each exchange on which registered
|----------------------- | --------------------- | ---------------------------------------------
|Class A Ordinary Shares | AMBI                  | NYSE American LLC                            
|Warrants                | AMBIWS                | NYSE American LLC                            



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



None(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:



None(Title of Class)













Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 16,175,105
Class A ordinary shares, 39,234,746 Class B ordinary shares and 16,180,000 warrants to purchase Class A ordinary shares.



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



If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. 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 x



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 and post such
files). Yes x No  ̈



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



|Large accelerated filer |  ̈ | Accelerated filer       |  ̈
|----------------------- | - | ----------------------- | -
|Non-accelerated filer   | x | Emerging growth company | x



If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected 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.  ̈



†The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.



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 over 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 which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|US GAAP   ̈ | International Financial Reporting Standards as issued by the International
    Accounting Standards Board  x | Other   ̈
|---------- | ------------------------------------------------------------------------------------------------------------ | --------



If “Other” has been checked in response
to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17  ̈Item 18  ̈



If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No
 ̈



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court. Yes  ̈ No  ̈




















TABLE OF CONTENTS



|Explanatory
    Note                                                    | ii
|----------------------------------------------------------------------- | --
|Cautionary Note Regarding
    Forward-Looking Statements                | vi
|PART I                                                                  | 1 
|Item 1. Identity
    of Directors, Senior Management and Advisers       | 1 
|Item 2. Offer Statistics
    and Expected Timetable                     | 1 
|Item 3. Key Information                                                 | 1 
|Item 4. Information
    on the Company                                  | 2 
|Item 4A. Unresolved
    Staff Comments                                  | 3 
|Item 5. Operating
    and Financial Review and Prospects                | 3 
|Item 6. Directors,
    Senior Management and Employees                  | 3 
|Item 7. Major Shareholders
    and Related Party Transactions           | 4 
|Item 8. Financial
    Information                                       | 5 
|Item 9. The Offer
    and Listing                                       | 6 
|Item 10. Additional
    Information                                     | 7 
|Item 11. Quantitative
    and Qualitative Disclosures About Market Risk | 9 
|Item 12. Description
    of Securities Other than Equity Securities     | 9 
|PART II                                                                 | 10
|PART III                                                                | 10
|Item 17. Financial
    Statements                                       | 10
|Item 18. Financial
    Statements                                       | 10
|Item 19. Exhibits                                                       | 11
|SIGNATURES                                                              | 15







i









Explanatory
Note



On March 3, 2023 (the “Closing Date”),
Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands (“New PubCo” or
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, HPX Corp., a Cayman Island exempted company (“HPX”), Ambipar Merger
Sub, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Company (“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”).



In connection with the entry into the
Business Combination Agreement, HPX, the Company, Emergencia, HPX Capital Partners LLC (the “Sponsor”), Mr. Marcos
Peigo, Mr. Wolney Betiol and Ms. Salete Pinheiro (each, an “Insider,” and the Insiders collectively with the Sponsor,
the “Initial Shareholders”) entered into an agreement, dated as of July 5, 2022 (the “Sponsor Letter
Agreement”). Pursuant to the Sponsor Letter Agreement, on March 3, 2023, the Initial Shareholders contributed, transferred,
assigned, conveyed and delivered to HPX, and HPX acquired and accepted from the Initial Shareholders, all of the Initial
Shareholders’ right, title and interest in, to and under each of their (i) 6,305,000 outstanding HPX Class B ordinary shares,
par value $0.0001 per share (the “Founder Shares”), 6,245,000 of which were held by the Sponsor, and (ii) 7,060,000 HPX
private placement warrants each entitling the holder thereof to purchase one HPX Class A ordinary share, par value $0.0001 per
share (the “HPX Class A Ordinary Shares” and the “HPX Private Warrants,” respectively), all of which were held by the
Sponsor. In exchange therefore, HPX issued (i) to the Sponsor 1,836,100 HPX Class A Ordinary Shares and 676,707 HPX Private
Warrants, each free and clear of liens, and (ii) to each Insider a number of HPX Class A Ordinary Shares equal to the number of
Founder Shares held by such Insider as of the date of the Sponsor Letter Agreement, each free and clear of liens, such that,
immediately prior to the First Effective Time (as defined below), there was no outstanding Founder Shares.



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)
HPX merged with and into the Company, with the Company 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 the Company, with the Company 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 HPX 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 the Company (the “New PubCo Class A Ordinary Shares”); (ii) each
issued and outstanding whole warrant to purchase HPX Class A Ordinary Shares was converted into one warrant to purchase one New PubCo
Class A Ordinary Share at an exercise price of $11.50 per share (the “New PubCo 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 HPX Class A
Ordinary Shares was converted into a restricted stock unit that is settled in New PubCo Class A Ordinary Shares, subject to the same
terms and conditions as were applicable to such restricted stock units of HPX as of immediately prior to the First Effective Time (the
 “New PubCo Restricted Stock Units”).



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 New PubCo, par value $0.0001 per share, which carry voting
rights in the form of 10 votes per share of the Company (the “New PubCo Class B Ordinary Shares” and, together with the
New PubCo Class A Ordinary Shares, the “New PubCo Ordinary Shares”), as determined in accordance with the per share
consideration set forth in the Business Combination Agreement; provided that the number of New PubCo 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.





1









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



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



In addition, in connectionwith the execution of the Business Combination Agreement, (i) Opportunity Agro Fundo de Investimento em Participações
Multiestratégia Investimento no Exterior (“Opportunity Agro Fund”) entered into a share subscription agreement (the
 “Opportunity Subscription Agreement”) pursuant to which Opportunity Agro Fund committed (the “Opportunity PIPE Financing”)
to subscribe for and purchase New PubCo Class A Ordinary Shares, and (ii) HPX and the Company entered into
certain other subscriptionagreements (together with the Opportunity Subscription Agreement, the
 “Original Subscription Agreements”) with certain investors (together with Opportunity Agro Fund, the “Original PIPE
Investors”), pursuant to which such Original PIPE Investorscommitted to subscribe for and purchase New PubCo Class A Ordinary
Shares.



On December 8, 2022, HPX, the Company and Cygnus
Fund Icon (“Cygnus” and, collectively with the Original PIPE Investors, the “PIPE Investors”), one of the Original
Non-Redeeming Shareholders (as defined below), entered into an amended and restated Non-Redemption Agreement (the “Cygnus Non-Redemption
Agreement”) as well as a Subscription Agreement (the “Cygnus Subscription Agreement” and, collectively with the Original
Subscription Agreements, the “Subscription Agreements”) on terms and conditions substantially consistent with those included
in the Non-Redemption Agreements (as defined below) and the Original Subscription Agreements; provided, however, that pursuant to the
Cygnus Non-Redemption Agreement and the Cygnus Subscription Agreement, Cygnus was granted the option (the “Cygnus Option”),
exercisable by Cygnus via written notice to be delivered to HPX and the Company no later than 10 calendar days prior to the HPX extraordinary
general meeting of shareholders, either (i) to comply with the terms and conditions contained in the Cygnus Non-Redemption Agreement
(including, among other things, to vote its 300,000 HPX Class A Ordinary Shares in favor of the transactions contemplated in the Business
Combination Agreement for which the approval of HPX shareholders is required and not to redeem or exercise any right to redeem its 300,000
HPX Class A Ordinary Shares), or (ii) not to be bound by the Cygnus Non-Redemption Agreement and instead to subscribe for 300,000 New
PubCo Class A Ordinary Shares pursuant to the Cygnus Subscription Agreement for aggregate gross proceeds of $3,000,000. On February 10,
2023, Cygnus sent a termination and subscription notice to HPX and the Company (the “Cygnus Notice”) whereby it elected option
(ii) above.



On the Closing Date, the
PIPE Investors collectively subscribed for and purchased, and the Company issued and sold to the PIPE Investors, an aggregate of 11,450,000
New PubCo Class A Ordinary Shares for aggregate gross proceeds of $114,500,000 (the “PIPE Financing”). In consideration of
the agreements of such PIPE Investors set forth in the Subscription Agreements, the Company issued to the PIPE Investors, on the Closing
Date, (i) an aggregate of 2,642,500 New PubCo Warrants (2,280,000 of which being issued to Opportunity Agro Fund) and (ii) an aggregate
of 1,873,800 additional New PubCo Class A Ordinary Shares (1,810,000 of which being issued to Opportunity Agro Fund).



The Company also granted certain customary registration
rights to Ambipar and the PIPE Investors in connection with the Ambipar PIPE Financing and the PIPE Financing, respectively.





2







Further, concurrently
with the execution of the Business Combination Agreement, certain shareholders of HPX owning, in the aggregate, 600,000 HPX Class A Ordinary
Shares (the “Original Non-Redeeming Shareholders”) agreed pursuant to certain Shareholder Non-Redemption Agreements (as amended
from time to time, the “Non-Redemption Agreements”) to, among other things, vote those shares in favor of the transactions
contemplated in the Business Combination Agreement for which the approval of HPX shareholders is required and agreed not to redeem or
exercise any right to redeem any HPX Class A Ordinary Shares that such Original Non-Redeeming Shareholders hold of record or beneficially.
The Cygnus Non-Redemption Agreement was terminated pursuant to the Cygnus Notice. In consideration of the agreement described above by
the remaining Non-Redeeming Shareholders owning, in the aggregate, 300,000 HPX Class A Ordinary Shares (the “Non-Redeeming Shareholders”),
on the Closing Date,the Company issued to such Non-Redeeming Shareholders (i) an aggregate of 75,000
New PubCo Warrants and (ii) an aggregate of 13,200 New PubCo Class A Ordinary Shares.



Similarly, concurrently
with the execution of the Business Combination Agreement, Trend HPX SPAC FIA IE, represented by XP Allocation Asset Management Ltda.
(the “XP Non-Redeeming Shareholder”), entered into a certain non-redemption agreement with HPX and the Company (the
 “XP Non-Redemption Agreement”), pursuant to which, among other things, (i) the XP Non-Redeeming Shareholder agreed to
vote in favor and not to redeem or exercise any right to redeem any HPX Class A Ordinary Shares of which it was the record and
beneficial owner in connection with any extension of the deadline for HPX to complete its initial business combination sought on or
prior to July 15, 2022 and (ii) the Company agreed to issue to the XP Non-Redeeming Shareholder one fourth of a New PubCo Warrant
and 0.044 New PubCo Class A Ordinary Share, in each case to be issued at or promptly following the Closing, in each case per HPX
Class A Ordinary Share (x) held by the XP Non-Redeeming Shareholder at the HPX extraordinary general meeting of shareholders, (y)
voted by the XP Non-Redeeming Shareholder in favor of the transactions contemplated in the Business Combination Agreement for which
the approval of HPX shareholders was required and (z) not redeemed by the XP Non-Redeeming Shareholder at the HPX extraordinary
general meeting of shareholders; provided that the number of New PubCo Warrants, if any, and additional New PubCo Class A Ordinary
Shares, if any, issuable to the XP Non-Redeeming Shareholder on or promptly following the Closing Date was limited to an aggregate
amount of 325,000 New PubCo Warrants and 57,200 New PubCo Class A Ordinary Shares. On the Closing Date,
the Company issued 135,793 New PubCo Warrants and 23,900 New PubCo Class A Ordinary Shares to the XP Non-Redeeming
Shareholder.



In addition, each of the PIPE Investors, the Non-Redeeming
Shareholders and the XP Non-Redeeming Shareholder (the “DPA Beneficiaries”) has been provided with downside protection rights
pursuant to the terms and conditions set forth in the applicable downside protection agreements entered into by and among each such party
and the Company, Ambipar and the Sponsor (the “Downside Protection Agreements”). Subject to the terms and conditions of the
Downside Protection Agreements, the DPA Beneficiaries may receive, on a pro rata basis, an aggregate of up to 1,050,000 New PubCo Class
A Ordinary Shares from the Sponsor or may sell a certain number of their respective New PubCo Class A Ordinary Shares to Ambipar, the
Sponsor or to a third party in a block trade, in each case to occur no earlier than 30 months following the Closing; provided that each
DPA Beneficiary is only eligible to receive such downside protection if it holds, on each day beginning on the Closing Date and until
the 30-month anniversary of the Closing Date (the “DPA Measurement Period”), a number of New PubCo Class A Ordinary Shares
representing at least 50% of the number of New PubCo Class A Ordinary Shares held by such DPA Beneficiary immediately after Closing.
For the avoidance of doubt, the Company will not issue any New PubCo Ordinary Shares in connection with the Downside Protection Agreements
and the transactions contemplated in the Downside Protection Agreements will not have any dilutive effect on holders of New PubCo Ordinary
Shares.



Moreover, certain other related agreements
have been entered into in connection with the Business Combination, including the Voting and Support Agreement, the Contribution
Agreement, the Investor Rights Agreement, the Cost Sharing Agreement and the Trademark Licensing Agreement, each as defined in the
Form F-4 (as defined below) under the headings “Summary of the Proxy Statement/Prospectus” and
 “Proposals to be Considered by HPX’s Shareholders—Business Combination Proposal—Certain Agreements
Related to the Business Combination,” which are incorporated herein by reference.



The Business Combination was unanimously
approved by HPX’s board of directors and was approved at the extraordinary general meeting of HPX’s shareholders held on
February 28, 2023 (the “HPX Extraordinary General Maeeting”). HPX’s shareholders also voted to approve all other
proposals presented at the Extraordinary General Meeting. Prior to the Extraordinary General Meeting, HPX shareholders exercised
their redemption rights in respect of 1,258,439 HPX Class A Ordinary Shares (the “Final Redemption”). As a result, immediately prior to the Closing Date,
there were 2,814,205 HPX Class A Ordinary Shares outstanding.





3







As a result of the Business Combination, Emergencia
has become a wholly-owned subsidiary of the Company. On March 6, 2023, New PubCo Class A Ordinary Shares and New PubCo Warrants commenced
trading on the NYSE American LLC, or “NYSE American,” under the symbols “AMBI” and “AMBIWS,” respectively.



Certain amounts that appear in this Shell Company
Report on Form 20-F (including information incorporated by reference herein, the “Report”) may not sum due to rounding.



Except as otherwise indicated or required by context,
references in this Report to “we,” “us,” “our,” “Company” or “New PubCo”
refer to Ambipar Emergency Response, an exempted company incorporated with limited liability in the Cayman Islands, and its consolidated
subsidiaries.





4









Cautionary
Note Regarding Forward-Looking Statements



This Report contains or may contain forward-looking
statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All
statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information
about our possible or assumed future results of operations or our performance. Words such as “anticipate,” “contemplate,”
 “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,”
 “expect,” “foresee,” “intend,” “may,” “might,” “plan,” “possible,”
 “potential,” “predict,” “project,” “seek,” “should,” “will,”
 “would” and variations of such words and similar expressions (or the negative version of such words or expressions) may identify
forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The risk factors and
cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that
may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other
things, the matters identified in the section titled “Risk Factors” of the Company’s Amendment No. 2 of the
Registration Statement on Form F-4 (333-268795) filed with the Securities and Exchange Commission (the “SEC”) on January
30, 2023 (the “Form F-4”), which section is incorporated by reference into this Report.



Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements
involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant
uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied
by such forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of
any subsequent date, and we do not undertake any obligation to update or revise any forward-looking statements in this Report, or in
the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or
any changes in events, conditions or circumstances after the date they were made, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities laws.





5







PART
I



Item 1. Identity
of Directors, Senior Management and Advisers



| | A. | Directors and Senior Management
| | -- | -------------------------------



The directors
and executive officers of the Company upon the consummation of the Business Combination are set forth in the Form F-4 under the heading
 “New PubCo Management Following the Business Combination,” which information is incorporated herein by reference.
The business address for each of the Company’s directors and executive officers isAvenida Angélica, no 2346,
5th Floor, São Paulo, São Paulo, Brazil,01228-200.



| | B. | Advisors
| | -- | --------



Simpson Thacher & Bartlett LLP, Av. Presidente
Juscelino Kubitschek, 1455, 12th floor, suite 121, São Paulo, São Paulo, Brazil, 04543-011, has acted as counsel
for the Company with respect to New York and U.S. Federal law and will act as counsel for the Company with respect to New York and U.S.
Federal law upon and following the consummation of the Business Combination.



Carey Olsen Cayman Limited, PO Box 10008, Willow
House, Cricket Square, Grand Cayman KY1-1001, Cayman Islands, has acted as counsel for the Company with respect to Cayman Islands law
and will act as counsel to the Company with respect to Cayman Islands law upon and following the consummation of the Business Combination.



| | C. | Auditors
| | -- | --------



BDO RCS Auditores Independentes SS, Av. José
de Souza Campos, 243, 1st floor, Cambuí, Campinas, São Paulo, Brazil, 13025-320, acted as the independent registered
public accounting firm for Emergencia and its subsidiaries for each of the two years in the period ended December 31, 2021, and will
continue to act as the independent registered public accounting firm of the Company upon and following the consummation of the Business
Combination.



Marcum LLP, 730 Third Avenue, 11th
Floor, New York, New York, 10017, acted as the independent registered public accounting firm for HPX as of December 31, 2021 and 2020,
and for the year ended December 31, 2021 and the period from March 20, 2020 (inception) through December 31, 2020.



Grant Thornton LLP, 1301 International Parkway,
Suite 300, Fort Lauderdale, FL 33323, acted as independent certified public accountants for Witt O’Brien’s for the Successor
Period April 15, 2021 through December 31, 2021 and the Predecessor Period January 1, 2021 through April 14, 2021 and the Years ended
December 31, 2021 and 2020.



Item 2.
Offer Statistics and Expected Timetable



Not applicable.



Item 3.
Key Information



| | B. | Capitalization and Indebtedness
| | -- | -------------------------------



The following table sets forth the capitalization
of the Company on an unaudited pro forma combined basis as of June 30, 2022, after giving effect to the Business Combination, the WOB
Acquisition, the Ambipar PIPE Financing and the PIPE Financing, and the redemption of (i) 19,472,483 HPX Class A Ordinary Shares in connection with the approval by the HPX extraordinary general meeting
of shareholders held on July 14, 2022 of the initial extension of the deadline by which HPX should complete its initial business combination
from July 20, 2022 to November 20, 2022 (the “Initial Extension”), (ii) 3,650,973 HPX Class A Ordinary Shares in connection with the approval
by the HPX extraordinary general meeting of shareholders held on November 3, 2022 of the second extension of the deadline by which HPX
should complete its initial business combination from November 20, 2022 to March 31, 2023 (the “Second Extension”) and (iii) the Final
Redemption (collectively, the “HPX Redemptions”).





6









|As of June 30, 2022 (pro forma)      |  | (R$
    thousands) |          
|------------------------------------ |  | ------------------ | ---------
|Cash and cash equivalents            |  |                    | 557,943  
|Equity:                              |  |                    |          
|Ordinary Shares                      |  |                    | 242,466  
|Additional paid-in capital           |  |                    | 958,971  
|Foreign currency translation reserve |  |                    | (71,994  
|Capital Reserves                     |  |                    | 78,666   
|Accumulated loss                     |  |                    | (148,624 
|Non-controlling interest             |  |                    | 40,173   
|Total equity                         |  |                    | 1,099,658
|Debt:                                |  |                    |          
|Loans and debentures - current       |  |                    | 51,884   
|Lease liabilities - current          |  |                    | 13,842   
|Total short-term debt                |  |                    | 65,726   
|Loans and debentures - noncurrent    |  |                    | 1,003,608
|Lease liabilities - noncurrent       |  |                    | 33,969   
|Total long-term debt                 |  |                    | 1,037,577
|Total debt                           |  |                    | 1,103,303
|Total capitalization                 |  |                    | 2,202,961





| | C. | Reasons for the Offer and Use of Proceeds
| | -- | -----------------------------------------



Not applicable.



| | D. | Risk Factors
| | -- | ------------



The risk factors associated with the Company are
described in the Form F-4 under the heading “Risk Factors,” which information is incorporated herein by reference.



Item 4.
Information on the Company



| | A. | History and Development of the Company
| | -- | --------------------------------------



The Company is an exempted company incorporated
with limited liability under the laws of the Cayman Islands on May 3, 2022 for the purpose of effectuating the Business Combination described
herein and became the parent company of the combined business following the consummation of the Business Combination.  The history and development of the Company and the material terms of the Business Combination are described in the
Form F-4 under the headings “Summary of the Proxy Statement/Prospectus,” “Business Combination Proposal,”
 “The Business Combination Agreement,” “Description of New PubCo Share Capital” and “Description
of New PubCo Warrants,”which are incorporated herein by reference. For further information,  see also “Explanatory
Note” above.



The Company owns no material assets other than
its interests in its wholly-owned subsidiary, Emergencia. In addition, the Company does not operate any business other than through Emergencia.
Emergencia is a sociedade anônima organized under the laws of Brazil.





7







The Company’s registered office is c/o CO
Services Cayman Limited, P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands. It is the intention that,
in the longer term, the affairs of the Company will be conducted so that the central management and control of the Company is exercised
in Brazil with its principal executive office located at Avenida Angélica, 2346, 5th Floor, São Paulo, São
Paulo, Brazil, 01228-200 and its telephone number +55 (11) 3429-5000. The Company’s principal website address is http://www.ir.response.ambipar.com.
We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should
not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC. The SEC’s website is http://www.sec.gov.



| | B. | Business Overview
| | -- | -----------------



Prior to the Business Combination, the Company
did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination
Agreement, such as the making of certain required securities law filings. Following and as a result of the Business Combination, all
of the Company’s business is conducted through Emergencia and its subsidiaries. A description of Emergencia’s business is
included in the Form F-4 under the headings “Business of Emergencia” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operation of Emergencia,” which are incorporated herein by reference.



| | C. | Organizational Structure
| | -- | ------------------------



Upon consummation of the Business Combination,
Emergencia has become a wholly-owned subsidiary of the Company. The organizational chart of the Company is included in the Form F-4 under
the heading “The Business Combination Agreement—Structure—Post-Business Combination Structure” and is
incorporated herein by reference.



| | D. | Property, Plants and Equipment
| | -- | ------------------------------



The Company’s property, plants and equipment
are held through Emergencia and its subsidiaries. Information regarding Emergencia’s property, plants and equipment is described
in the Form F-4 under the heading “Business of Emergencia—Properties,” which information is incorporated herein
by reference.



Item 4A.
Unresolved Staff Comments



None / Not applicable.



Item 5.
Operating and Financial Review and Prospects



Following and as a result of the Business Combination,
all of the Company’s business is conducted through Emergencia and its subsidiaries. The discussion and analysis of the financial
condition and results of operation of Emergencia is included in the Form F-4 under the heading “Management’s Discussion
and Analysis of Financial Condition and Results of Operation of Emergencia,” which information is incorporated herein by reference.



Additional information about Emergencia’s
preliminary results for the nine months ended September 30, 2022 is set forth in the Form F-4, in the section “Summary of the
Proxy Statement/Prospectus — Recent Developments— Emergencia’s Preliminary Results for the Nine
Months Ended September 30, 2022,” which is incorporated herein by reference.



Item 6.
Directors, Senior Management and Employees



| | A. | Directors and Senior Management
| | -- | -------------------------------



The directors and senior management upon the consummation
of the Business Combination are set forth in the Form F-4 under the heading “New PubCo Management Following the Business Combination,”
which information is incorporated herein by reference.





8







| | B. | Compensation
| | -- | ------------



Information pertaining to the compensation of
the directors and executive officers of the Company is set forth in the Form F-4 under the heading “Executive Compensation,”
which information is incorporated herein by reference.



| | C. | Board Practices
| | -- | ---------------



Information pertaining to the Company’s
board practices is set forth in the Form F-4 under the heading “New PubCo Management Following the Business Combination,”
which information is incorporated herein by reference.



| | D. | Employees
| | -- | ---------



Following and as a result of the Business Combination,
all of the Company’s business is conducted through Emergencia and its subsidiaries. Information pertaining to Emergencia’s
employees is set forth in the Form F-4 under the heading “Business of Emergencia—Our People,” which information
is incorporated herein by reference.



| | E. | Share Ownership
| | -- | ---------------



Ownership of the Company’s shares by its
directors and executive officers upon consummation of the Business Combination is set forth in Item 7.A of this Report.



| | F. | Disclosure of a registrant’s action to recover erroneously awarded
                                            compensation.
| | -- | ----------------------------------------------------------------------------------------------------------------------------



None / Not applicable.





Item 7.
Major Shareholders and Related Party Transactions



| | A. | Major Shareholders
| | -- | ------------------



The following table sets forth information regarding
the actual beneficial ownership of New PubCo Ordinary Shares as of March 3, 2023 by:



| | · | each person known by
                                            us to beneficially own more than 5% of the issued and outstanding New PubCo Ordinary Shares;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | each of our directors
                                            and executive officers; and
| | - | ---------------------------------------------------------------------------------------------



| | · | all our directors and
                                            executive officers as a group.
| | - | ------------------------------------------------------------------------------------------------



Beneficial ownership is determined according to
the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or
shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within
60 days. Such securities, however, are deemed to be outstanding only for the purpose of computing the percentage beneficial ownership of that person
but are not deemed to be outstanding for the purpose of computing the percentage beneficial ownership of any other person. Under these
rules, more than one person may be deemed to be a beneficial owner of the same securities.



As of the date hereof, there are 16,175,105
New PubCo Class A Ordinary Shares, 39,234,746 New PubCo Class B Ordinary Shares, 16,180,000 New PubCo Warrants and 20,000 New PubCo
Restricted Stock Units issued and outstanding. Pursuant to our Amended and Restated Memorandum and Articles of Association, each
holder of New PubCo Class A Ordinary Shares is entitled to one vote per share and each holder of New PubCo Class B Ordinary Shares
is entitled to 10 votes per share on all matters submitted to them for a vote on all New PubCo Ordinary Shares voting together as a
single class. The New PubCo Warrants, which entitle the holder to purchase one New PubCo Class A Ordinary Share at an exercise price
of $11.50 per share, will become exercisable on April 2, 2023, which is 30 days after the completion of the Business Combination.
The New PubCo Restricted Stock Units vested at Closing and represent 20,000 non-redeemable New PubCo Class A Ordinary Shares that
will settle on a date as soon as practicable following vesting but in no event more than 30 days after vesting.



The expected beneficial ownership percentages set forth below do not take into account up to 11,000,000  Earn-Out Shares that
may be issued to Ambipar, but do take into account the New PubCo Class A Ordinary shares underlying the New PubCo Warrants, which are
exercisable within 30 days after the Closing Date.



Unless otherwise indicated, we believe that all
persons named in the table below have sole voting and investment power with respect to all securities beneficially owned
by them.





9







|                                                                                                        |  | Class A
    Ordinary Shares |            |  | Class B
    Ordinary Shares |  |      | Total Ordinary
    Shares |  |  | Total Voting
    Power | 
|------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---------- |  | --------------------------- |  | ---- | ------------------------- |  |  | ---------------------- | 
|Beneficial Owner                                                                                        |  | Number                      |            |  | Percentage                  |  |      | Number                    |  |  | Percentage             | 
|Principal Shareholders:                                                                                 |  |                             |            |  |                             |  |      |                           |  |  |                        | 
|Ambipar
    Participações e Empreendimentos S.A.(1)                                                     |  |                             | —          |  |                             |  | —    |                           |  |  | 39,234,746             | 
|Opportunity
    Agro Fundo de Investimento em Participações Multiestratégia Investimento no Exterior(2) |  |                             | 14,090,000 |  |                             |  | 76.3 | %                         |  |  | —                      | 
|Directors
    and Executive Officers:(3)                                                                |  |                             |            |  |                             |  |      |                           |  |  |                        | 
|Tércio
    Borlenghi Junior(1)                                                                          |  |                             | —          |  |                             |  | —    |                           |  |  | 22,049,927             | 
|Izabel Cristina Andriotti Cruz de Oliveira                                                              |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|Alessandra Bessa Alves de Melo                                                                          |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|Thiago da Costa Silva                                                                                   |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|Mariana Loyola Ferreira Sgarbi                                                                          |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|Carlos Piani(4)                                                                                         |  |                             | 837,602    |  |                             |  | 5.1  | %                         |  |  | —                      | 
|Victor Almeida                                                                                          |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|Yuri Keiserman                                                                                          |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|Rafael Espírito Santo                                                                                   |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|Guilherme Patini Borlenghi                                                                              |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|Pedro Petersen                                                                                          |  |                             | —          |  |                             |  | —    |                           |  |  | —                      | 
|All directors and executive officers as a
    group (11 individuals)                                    |  |                             | 837,602    |  |                             |  | 5.1  | %                         |  |  | 22,049,927             | 

___________________

| | (1) | Ambipar Participações e Empreendimentos S.A. (“Ambipar”) is the record holder of the New PubCo Class B
                                                                 Ordinary Shares reported herein, which carry voting rights in the form of 10 votes per New PubCo Class B Ordinary Share, and is
                                                                 controlled by Mr. Tércio Borlenghi Junior, chairman of our board of directors, who by virtue of his control may be deemed to
                                                                 beneficially own shares held by Ambipar. Ambipar will be issued up to an additional 11,000,000 newly issued New PubCo Class B
                                                                 Ordinary Shares (the “Earn-Out Shares”), as follows: (i) if at any time during the three-year period following the
                                                                 Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than or equal to $17.00 over any 20
                                                                 trading days within any consecutive 30 trading day period, 50% of the Earn-Out Shares will be issued; and (ii) if at any time during
                                                                 the three-year period following the Closing Date, the closing share price of the New PubCo Class A Ordinary Shares is greater than
                                                                 or equal to $20.00 over any 20 trading days within any consecutive 30 trading day period, the remaining 50% of the Earn-Out Shares
                                                                 will be issued. The business address of Ambipar is Avenida Angélica, no 2346, 5th Floor, São Paulo — SP,
                                                                 Brazil, 01228-200.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Represents (i) 11,810,000 issued and outstanding New PubCo Class A Ordinary Shares and (ii) 2,280,000 New PubCo Class A Ordinary
                                                                 Shares underlying the 2,280,000 New PubCo Warrants beneficially owned by Opportunity Agro Fundo de Investimento em
                                                                 Participações Multiestratégia Investimento no Exterior (“Opportunity Agro Fund”). Opportunity Agro
                                                                 Fund is managed by Opportunity Private Equity Gestora de Recursos Ltda., a leading fund manager in Brazil, which has discretionary
                                                                 management and voting power over the shares held by Opportunity Agro Fund and is managed by, among other officers, Eduardo de Britto
                                                                 Pereira Azevedo and Leonardo Guimarães Pinto. The business address of Opportunity Private Equity Gestora de Recursos Ltda. is
                                                                 Rua Visconde de Pirajá, 351, 14th floor (part), Ipanema, Rio de Janeiro — RJ, Brazil, 22410-906.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Unless otherwise noted, the business address of the directors and
                                            executive officers of the Company is Avenida Angélica, no 2346, 5th Floor, São
                                            Paulo — SP, Brazil, 01228-200.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | HPX Capital Partners LLC (the “Sponsor”) is the record holder of the (i) 612,033 issued and outstanding New PubCo
                                                                 Class A Ordinary Shares and (ii) 225,569 New PubCo Class A Ordinary Shares underlying 225,569 New PubCo Warrants reported herein,
                                                                 which represent one-third of the total New PubCo Class A Ordinary Shares and New PubCo Warrants, respectively, held of record by the
                                                                 Sponsor. Mr. Carlos Piani, who is an independent director of our board and member of our audit committee, indirectly exercises the
                                                                 sole investment and voting power over his one-third interest in the securities held of record by the Sponsor and, therefore, may be
                                                                 deemed to have sole investment and voting power over such securities. Mr. Piani disclaims beneficial
                                                                 ownership of any other     securities held of record by the Sponsor.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | Related Party Transactions
| | -- | --------------------------



Information pertaining to the Company’s
related party transactions is set forth in the Form F-4, in the sections entitled “Certain HPX Relationships and Related Person
Transactions” and “Certain Emergencia Relationships and Related Person Transactions,” which are incorporated
herein by reference.



| | C. | Interests of Experts and Counsel
| | -- | --------------------------------



None / Not applicable.





10







Item 8.
Financial Information



| | A. | Consolidated Statements and Other Financial Information
| | -- | -------------------------------------------------------



Financial Statements



The financial statements of Emergencia, HPX and
Witt O’Brien’s, LLC have been filed as part of the Form F-4 and are incorporated herein by reference. See Item 18 “Financial
Statements.”



Pro Formas



The unaudited pro forma condensed combined financial
information of Emergencia and HPX is attached as Exhibit 15.1 to this Report. See Item 18 “Financial Statements.”



Legal Proceedings



Legal or arbitration proceedings are described
in the Form F-4 under the headings “Business of HPX—Legal Proceedings” and “Business of Emergencia—Legal
and Administrative Proceedings,” which are incorporated herein by reference.



Dividend Policy



The Company has not adopted a dividend policy
with respect to payments of any future dividends by it. The Company has no current plans to pay dividends. The declaration, amount and
payment of any future dividends on the New PubCo Ordinary Shares will be at the sole discretion of the Company’s board of directors.
The Company’s board of directors may take into account general and economic conditions, the Company’s financial condition
and results of operations, its available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and
regulatory restrictions and implications on the payment of dividends by the Company to its shareholders or by the Company’s subsidiaries
to it and such other factors as the Company’s board of directors may deem relevant. In addition, the Company’s ability to
pay dividends is limited by the deeds governing the debentures issued by Emergencia and certain financing agreements and may be limited
by covenants of other indebtedness the Company or its subsidiaries incur in the future. As a result, you may not receive any return on
an investment in the New PubCo Ordinary Shares unless you sell your the New PubCo Ordinary Shares for a price greater than that which
you paid for it.



| | B. | Significant Changes
| | -- | -------------------



None / Not applicable.



Item 9.
The Offer and Listing



| | A. | Offer and Listing Details
| | -- | -------------------------



New PubCo Class A Ordinary Shares and New PubCo
Warrants are listed on the NYSE American under the symbols “AMBI” and “AMBIWS”, respectively. Holders of New
PubCo Class A Ordinary Shares and New PubCo Warrants should obtain current market quotations for their securities.



A description of the Company’s securities
is set forth in the Form F-4, in the sections entitled “Description of New PubCo Share Capital” and “Description
of New PubCo Warrants,” which are incorporated herein by reference.



Information regarding the lock-up restrictions
applicable to the New PubCo Ordinary Shares and New PubCo Warrants held by certain Company’s shareholders is included in the Form
F-4 under the heading “Shares Eligible for Future Sale—Lock-Ups” and is incorporated herein by reference.





11







| | B. | Plan of Distribution
| | -- | --------------------



Not applicable.



| | C. | Markets
| | -- | -------



Information related to markets is set forth in
 “Item 9.A. Offer and Listing Details” of this Report.



| | D. | Selling Shareholders
| | -- | --------------------



Not applicable.



| | E. | Dilution
| | -- | --------



Not applicable.



| | F. | Expenses of the Issue
| | -- | ---------------------



Not applicable.



Item 10.
Additional Information



| | A. | Share Capital
| | -- | -------------



The Company’s authorized share capital is
US$50,000, consisting of 500,000,000 shares of a nominal or par value of US$0.0001 each, which is comprised of: (i) 250,000,000 New PubCo
Class A Ordinary Shares; (ii) 150,000,000 New PubCo Class B Ordinary Shares (which New PubCo Class B Ordinary Shares may be converted
into New PubCo Class A Ordinary Shares in the manner contemplated in the Company’s Amended and Restated Articles of Association
(the “Articles”)); and (iii) 100,000,000 shares of such class or classes (howsoever designated) and having the rights as
the board may determine from time to time in accordance with the Company’s Articles.



As
of the date hereof, subsequent to the closing of the Business Combination, there are 16,175,105 New PubCo Class A Ordinary Shares
and 39,234,746 New PubCo Class B Ordinary Shares issued and outstanding, as well as 20,000 New PubCo Restricted Stock Units issued
and outstanding. There are also 16,180,000 New PubCo Warrants outstanding, each whole warrant to become exercisable on April 2,
2023, which is 30 days after the completion of the Business Combination, at US$11.50 per one New PubCo Class A Ordinary Share, of
which 12,650,000 are public warrants (the “New PubCo Public Warrants”) listed on NYSE American and 3,530,000 are private
placement warrants (the “New PubCo Private Warrants”) held by the Sponsor, the PIPE Investors, the Non-Redeeming
Shareholders and the XP Non-Redeeming Shareholder.



In addition to the issued and outstanding New PubCo Ordinary Shares, the Company may issue up to an additional 11,000,000 Earn-Out Shares
to Ambipar. For additional information, see the section entitled “Explanatory Note” of this Report.



Additional information regarding the Company’s
securities is set forth in the Form F-4 in the sections entitled “Description of New PubCo Share Capital” and “Description
of New PubCo Warrants,” which are incorporated herein by reference.



| | B. | Memorandum and Articles of Association
| | -- | --------------------------------------



The Company’s Articles, effective as of
March 3, 2023, are filed as Exhibit 1.1 to this Report.



The description of the Articles is set forth in
the Form F-4 in the section entitled “Description of New PubCo Share Capital,” which is incorporated herein by reference.





12







| | C. | Material Contracts
| | -- | ------------------



Material Contracts Relating to the Company’s
Operations



Following and as a result of the Business Combination,
all of the Company’s business is conducted through Emergencia and its subsidiaries. Information pertaining to Emergencia’s
material contracts is set forth in the Form F-4 under the headings “Management’s Discussion and Analysis of Financial
Condition and Results of Operations of Emergencia—Loans and financing and debenture,” “Business of Emergencia,”
 “Risk Factors—Risks Relating to Emergencia’s Business and Industry” and “Certain Emergencia Relationships
and Related Party Transactions,” each of which is incorporated herein by reference.



Material Contracts Relating to the Business
Combination



Business Combination Agreement



The description of the Business Combination Agreement
is set forth in the Form F-4, in the section entitled “The Business Combination Agreement,” which information is incorporated
herein by reference



Related Agreements



The description of the material provisions of
certain additional agreements entered into pursuant to the Business Combination Agreement is set forth in the Form F-4 in the section
entitled “Certain Agreements Related to the Business Combination,” which information is incorporated herein by reference.



| | D. | Exchange Controls
| | -- | -----------------



There are no governmental laws, decrees, regulations
or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability of cash and cash
equivalents for use by the Company, or that may affect the remittance of dividends, interest, or other payments by the Company to non-resident
holders of New PubCo Ordinary Shares. There is no limitation imposed by laws of Cayman Islands or in the Company’s Articles on
the right of non-residents to hold or vote New PubCo Ordinary Shares.



| | E. | Taxation
| | -- | --------



Information pertaining to tax considerations is
set forth in the Form F-4, in the sections entitled “U.S. Federal Income Tax Considerations” and “Cayman
Islands Tax Considerations,” which are incorporated herein by reference.



| | F. | Dividends and Paying Agents
| | -- | ---------------------------



Information regarding dividend payment is set
forth in the Form F-4 , in the sections entitled “Description of New PubCo Share Capital —Shares—Dividends,”
 “U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Considerations of Owning New PubCo Class A Ordinary Shares
and New PubCo Warrants—Taxation of Dividends and Other Distributions on New PubCo Class A Ordinary Shares” and “Cayman
Islands Tax Considerations,” which are incorporated herein by reference. The Company has not paid any cash dividends on New
PubCo Ordinary Shares since the Business Combination and currently has no plan to pay cash dividends on such securities in the foreseeable
future. The Company has not identified a paying agent.



| | G. | Statement by Experts
| | -- | --------------------



The combined financial
statements of Emergencia as of December 31, 2021, December 31, 2020 and January 1, 2020 and for each of the two years
in the period ended December 31, 2021 incorporated in this Report by reference to the Form F-4 have been so incorporated in reliance
on the report of BDO RCS Auditores Independentes SS, an independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting. BDO RCS Auditores Independentes S.S. is a member of the Brazilian Institute of Independent
Accountants (Instituto dos Auditores Independentes do Brasil), or Ibracon, and the Brazilian Federal Accounting Council (Conselho Federal
de Contabilidade), or the CFC.





13







The financial statements of HPX Corp. as of December 31,
2021 and 2020, and for the year ended December 31, 2021 and the period from March 20, 2020 (inception) through December 31,
2020 incorporated in this Report by reference to the Form F-4 have been so incorporated in reliance on the report of Marcum LLP, independent
registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial
doubt about the ability of HPX Corp. to continue as a going concern as described in Note 1 to the financial statements), given upon the
authority of said firm as experts in auditing and accounting.



The audited consolidated financial statements
of Witt O’Brien’s, LLC for the Successor Period April 15, 2021 through December 31, 2021 and the Predecessor Period January
1, 2021 through April 14, 2021 and the Years ended December 31, 2021 and 2020 incorporated in this Report by reference to the Form F-4
have been so incorporated in reliance on the report of Grant Thornton LLP, independent certified public accountants, upon the authority
of said firm as experts in accounting and auditing.



| | H. | Documents on Display
| | -- | --------------------



The Company is subject to certain of the informational
filing requirements of the Exchange Act. As a foreign private issuer, the Company is not subject to all of the disclosure requirements
applicable to public companies organized within the United States. For example, the Company is exempt from certain rules and regulations
under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents
or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the
Exchange Act. In addition, the Company’s officers, directors and principal shareholders are exempt from the reporting and “short-swing”
profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of the Company’s
securities. Moreover, the Company is not required to file periodic reports and financial statements with the SEC as frequently or as
promptly as U.S. public companies and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under
the Exchange Act. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements
audited by an independent accounting firm. The Company may, but is not required, to furnish to the SEC, on Form 6-K, unaudited financial
information after each of the Company’s first three fiscal quarters. The SEC maintains a website at http://www.sec.gov that contains
reports and other information that the Company files with or furnishes electronically with the SEC. You may read and copy any report
or document the Company files, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.



| | I. | Subsidiary Information
| | -- | ----------------------



Not applicable.



| | J. | Annual Report to Security Holders
| | -- | ---------------------------------



Not applicable.



Item 11.
Quantitative and Qualitative Disclosures About Market Risk



The information set forth in the section titled
 “Management’s Discussion and Analysis of Financial Condition and Results of Operation of Emergencia—Quantitative
and Qualitative Disclosure About Market Risk” in the Form F-4 is incorporated herein by reference.



Item 12.
Description of Securities Other than Equity Securities



Warrants



Upon the completion of the Business
Combination, there were 12,650,000 New PubCo Public Warrants outstanding. The New PubCo Public Warrants, which entitle the holder to
purchase one New PubCo Ordinary Share at an exercise price of $11.50 per share, will become exercisable on April 2, 2023, which is
30 days after the completion of the Business Combination. The New PubCo Public Warrants will expire on March 3, 2028 (i.e., five
years after the completion of the Business Combination) or earlier upon redemption or liquidation in accordance with their
terms.





14







Upon the completion of the Business
Combination, there were also 3,530,000 New PubCo Private Warrants held by the Sponsor, the PIPE Investors, the
Non-Redeeming Shareholders and the XP Non-Redeeming Shareholder. The New PubCo Private Warrants are identical to the New PubCo
Public Warrants in all material respects, except that the New PubCo Private Warrants, so long as they are held by the
Sponsor or its permitted transferees, (i) subject to certain limited exceptions, are not redeemable by the Company, (ii) may
not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until April 2, 2023, which is 30 days
after the completion of the Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are
entitled to registration rights.



Additional information on the New PubCo Warrants
is set forth in the Form F-4, in the section entitled “Description of New PubCo Warrants,” which is incorporated herein
by reference.



PART
II



Not applicable.



PART
III



Item 17.
Financial Statements



Not applicable.



Item 18.
Financial Statements



The audited financial statements of HPX Corp.
as of December 31, 2021 and 2020, and for the year ended December 31, 2021 and for the period from March 20, 2020 (inception) through
December 31, 2020, in the Form F-4 between pages F-3 and F-22 are incorporated herein by reference.



The unaudited condensed financial statements
of HPX Corp. as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021, in the Form F-4 between pages F-23 and
F-45 are incorporated herein by reference.



The unaudited condensed financial statements
of HPX Corp as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021, in the Form F-4 between pages
F-46 and F-71 are incorporated herein by reference.



The audited combined financial statements of
Emergência Participações S.A. as of December 31, 2021, December 31, 2020 and January 1, 2020 and for the years ended
December 31, 2021 and 2020, in the Form F-4 between pages F-72 and F-151 are incorporated herein by reference.



The unaudited interim condensed consolidated
financial statements of Emergência Participações S.A. as of June 30, 2022 and for the six months ended June 30, 2022
and 2021, in the Form F-4 between pages F-151 and F-223 are incorporated herein by reference.



The audited consolidated financial statements
of Witt O’Brien’s, LLC for the successor period April 15, 2021 through December 31, 2021 and the predecessor period January
1, 2021 through April 14, 2021 and the year ended December 31, 2020, in the Form F-4 between pages F-224 and F-240 are incorporated herein
by reference.



The unaudited condensed consolidated financial
statements of Witt O’Brien’s, LLC as of June 30, 2022 and for the six months ended June 30, 2022 and 2021, in the Form F-4
between pages F-241 and F-250 are incorporated herein by reference.





15







The unaudited pro forma condensed combined financial
information of Emergencia and HPX is attached as Exhibit 15.1 to this Report.



Item 19.
Exhibits







|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                         
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1*        |  | Amended and Restated Memorandum and Articles of Association of the Company dated as of March 3,
    2023.                                                                                                                                                                                                           
|2.1         |  | Warrant Agreement, dated as of July 15, 2020, by and between HPX and Continental Stock Transfer
    & Trust Company (incorporated by reference to Exhibit 4.1 to HPX’s Current Report on Form 8-K (File No. 001-39382) filed
    on July 21, 2020).                                                                 
|4.1         |  | Business Combination Agreement, dated as of July 5, 2022, by and among HPX, New PubCo, Merger Sub,
    Emergencia and Ambipar (incorporated by reference to Annex A to the proxy statement/prospectus to the Registration Statement on Form
    F-4 (File. No. 333-268795), filed with the SEC on January 30, 2023).
|4.2*        |  | First Plan of Merger, by and between HPX and New PubCo, dated as
    of March 3, 2023.                                                                                                                                                                                                                              
|4.3*        |  | Second Plan of Merger, by and between Merger Sub and New PubCo dated
    as of March 3, 2023.                                                                                                                                                                                                                       
|4.4         |  | Sponsor Letter Agreement, dated as of July 5, 2022, by and among HPX, its directors, Sponsor,
    New PubCo and Emergencia (incorporated by reference to Annex E to the proxy statement/prospectus to the Registration Statement on
    Form F-4 (File. No. 333-268795), filed with the SEC on January 30, 2023).   
|4.5         |  | Voting and Support Agreement, dated as of July 5, 2022, by and between HPX and Ambipar (incorporated
    by reference to Annex F to the proxy statement/prospectus to the Registration Statement on Form F-4 (File. No. 333-268795), filed
    with the SEC on January 30, 2023).                                   
|4.6         |  | Ambipar Subscription Agreement, dated as of July 5, 2022, by and between HPX, New PubCo and Ambipar
    (incorporated by reference to Annex G to the proxy statement/prospectus to the Registration Statement on Form F-4 (File. No. 333-268795),
    filed with the SEC on January 30, 2023).                      
|4.7         |  | Opportunity Subscription Agreement, dated as of July 5, 2022, by and between HPX, New PubCo and
    Opportunity (incorporated by reference to Annex H to the proxy statement/prospectus to the Registration Statement on Form F-4 (File.
    No. 333-268795), filed with the SEC on January 30, 2023).              
|4.8         |  | Form of Subscription Agreement, by and between HPX and the undersigned subscriber party thereto
    (incorporated by reference to Annex I to the proxy statement/prospectus to the Registration Statement on Form F-4 (File. No. 333-268795),
    filed with the SEC on January 30, 2023).                          
|4.9         |  | Cygnus Subscription Agreement, dated as of December 8, 2022, by and among HPX, New PubCo and Cygnus
    Fund Icon (incorporated by reference to Annex T to the proxy statement/prospectus to the Registration Statement on Form F-4 (File.
    No. 333-268795), filed with the SEC on January 30, 2023).            





16







|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10        |  | Intercompany Loan Agreement, dated as of July 5, 2022, by and between Ambipar and Emergencia
    (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-4 (File. No. 333-268795), filed with the SEC on
    January 30, 2023).                                                                                                                                                                                  
|4.11        |  | Investor Rights Agreement, dated as of July 5, 2022, by and among New PubCo, the Sponsor, Ambipar,
    Opportunity and certain other shareholders of HPX (incorporated by reference to Annex M to the proxy statement/prospectus to the
    Registration Statement on Form F-4 (File. No. 333-268795), filed with the SEC on January 30, 2023).                                                                                             
|4.12*       |  | Cost Sharing Agreement, dated as of March 3, 2023, by and among
    Ambipar, Emergencia and certain of its subsidiaries.                                                                                                                                                                                                                                                                                                                    
|4.13        |  | Main Downside Protection Agreement, dated as of July 6, 2022, as amended and restated as of November
    24, 2022, by and among New PubCo, Ambipar, the Sponsor, the PIPE Investors (other than Constellation) and the Non-Redeeming Shareholders
    (incorporated by reference to Annex O to the proxy statement/prospectus to the Registration Statement on Form F-4 (File. No. 333-268795),
    filed with the SEC on January 30, 2023).
|4.14        |  | XP Downside Protection Agreement, dated as of July 5, 2022, as amended and restated as of November
    24, 2022, by and among New PubCo, Ambipar, the Sponsor and the XP Non-Redeeming Shareholder (incorporated by reference to Annex P
    to the proxy statement/prospectus to the Registration Statement on Form F-4 (File. No. 333-268795), filed with the SEC on January
    30, 2023).                                               
|4.15        |  | Constellation Downside Protection Agreement, dated as of November 24, 2022, by and among New PubCo,
    Ambipar, the Sponsor and Constellation (incorporated by reference to Annex Q to the proxy statement/prospectus to the Registration
    Statement on Form F-4 (File. No. 333-268795), filed with the SEC on January 30, 2023).                                                                                                       
|4.16*       |  | Ambipar Emergency Response 2023 Omnibus Incentive Plan, dated as
    of March 3, 2023.                                                                                                                                                                                                                                                                                                                                                      
|4.17*       |  | Trademark Licensing Agreement, dated as of March 3, 2023, by and
    between Emergencia and Ambipar.                                                                                                                                                                                                                                                                                                                                        
|4.18#       |  | Purchase and Sale Agreement by and among ORM Holdings Inc., ORM Holdings II LLC, SEACOR Holdings
    Inc. and Ambipar Holding USA, Inc., dated as of September 13, 2022 (incorporated by reference to Exhibit 10.38 to the Registration
    Statement on Form F-4 (File. No. 333-268795), filed with the SEC on January 30, 2023).                                                                                                          
|4.19*       |  | Indemnification Agreement by and between Tércio Borlenghi
    Junior and New PubCo, dated as of March 3, 2023.                                                                                                                                                                                                                                                                                                                              
|4.20*       |  | Indemnification Agreement by and between Izabel Cristina Andriotti
    Cruz de Oliveira and New PubCo, dated as of March 3, 2023.                                                                                                                                                                                                                                                                                                           
|4.21*       |  | Indemnification Agreement by and between Alessandra Bessa Alves
    de Melo and New PubCo, dated as of March 3, 2023.                                                                                                                                                                                                                                                                                                                       
|4.22*       |  | Indemnification Agreement by and between Thiago da Costa Silva and New PubCo, dated as of March
    3, 2023.                                                                                                                                                                                                                                                                                                                                





17







|Exhibit No. |  | Description                                                                                                                                                                           
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.23*       |  | Indemnification Agreement by and between Mariana Loyola
    Ferreira Sgarbi and New PubCo, dated as of March 3, 2023.                                                                 
|4.24*       |  | Indemnification Agreement by and between Carlos Augusto Leone Piani
    and New PubCo, dated as of March 3, 2023.                                                                     
|4.25*       |  | Indemnification Agreement by and between Victor Almeida and New
    PubCo, dated as of March 3, 2023.                                                                                 
|4.26*       |  | Indemnification Agreement by and between Yuri Keiserman and New
    PubCo, dated as of March 3, 2023.                                                                                 
|4.27*       |  | Indemnification Agreement by and between Rafael Espírito
    Santo and New PubCo, dated as of March 3, 2023.                                                                          
|4.28*       |  | Indemnification Agreement by and between Guilherme Patini Borlenghi
    and New PubCo, dated as of March 3, 2023.                                                                     
|4.29*       |  | Indemnification Agreement by and between Pedro Petersen and New
    PubCo, dated as of March 3, 2023.                                                                                 
|8.1         |  | List of Subsidiaries of New PubCo (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form F-4 (File No. 333-268795), filed with the SEC on January
30, 2023).
|15.1*       |  | Unaudited Pro Forma Condensed Combined Financial Information of Emergencia and HPX.                                                                                                   
|15.2*       |  | Consent of Marcum LLP, independent registered public accounting firm for HPX                                                                                                          
|15.3*       |  | Consent of BDO RCS Auditores Independentes SS, independent registered public accounting firm for
    Emergencia                                                                       
|15.4*       |  | Consent of Grant Thornton LLP, independent certified public accountants
    for Witt O’Brien’s, LLC.                                                                                  

| | * | Filed herewith
| | - | --------------

| | # | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5)
                                            of Regulation S-K. The Company will furnish supplementally copies of omitted schedules and
                                            exhibits to the Securities and Exchange Commission or its staff upon its request.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





18







SIGNATURES



The registrant hereby certifies that it meets
all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Report on its
behalf.



|March 7, 2023 | AMBIPAR EMERGENCY RESPONSE
|------------- | --------------------------
|              |                           
|              |                           
|              | By:                       
|              | Name:                     
|              | Title:                    





19