United States securities and exchange commission logo
November 21, 2022
Thiago da Costa Silva
Director
Ambipar Emergency Response
Avenida Ang lica, n 2346, 5th Floor
S o Paulo, SP Brazil, 01228-200
Re: Ambipar Emergency
Response
Amendment No. 1 to
Draft Registration
Statement on Form F-4
Submitted November
2, 2022
CIK No. 0001937441
Dear Thiago da Costa Silva:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-4
Background of the Business Combination, page 182
1. We note your response
to prior comment 8, including your response that the "Due
Diligence Summaries"
were prepared by HPX s professional advisors to assist HPX in its
due diligence of
certain aspects of Emergencia s business based on each of the advisor s
respective review of
due diligence materials provided by Emergencia. We also note your
disclosure suggests
conclusions reached as a result of such due diligence process, such as
your disclosure in
connection with the BRZ Advogados due diligence summary and the
Greenberg Traurig, LLP
due diligence summary that no relevant legal risks or undisclosed
legal contingencies of
the entities described were revealed in the documentary legal due
Thiago da Costa Silva
FirstName LastNameThiago da Costa Silva
Ambipar Emergency Response
Comapany 21,
November NameAmbipar
2022 Emergency Response
November
Page 2 21, 2022 Page 2
FirstName LastName
diligence. Similarly, we note your disclosure in connection with the
PwC due diligence
summary that no relevant undisclosed financial liabilities, including
tax or labor liabilities
were discovered in the financial due diligence. Please revise to
specify whether such
conclusions were those of HPX or of the professional advisor. If the
latter, please provide
additional analysis as to why none of these summaries is a report,
opinion, or appraisal
materially relating to the transaction pursuant to Item 4(b) of
Form F-4. In this regard,
we note that Item 4(b) of Form F-4 requires that the information
required by Item 1015(b)
of Regulation M-A be provided with respect to a report, opinion, or
appraisal that is (i)
materially related to the transaction and (ii) referred to in the
prospectus, and is not limited
to the fairness or amount of consideration to be paid in connection
with the Business
Combination.
If the conclusions reached by the due diligence process described in
the filing were those
of the professional advisor, also provide additional analysis as to
why a consent is not
required from each such professional advisor. Refer to Rule 436 and
Securities Act
Section 7.
Certain Unaudited Projected Financial Information, page 204
2. We note your response to prior comment 9, and note the disclosure in
the 8-K filed by
HPX on November 4, 2022 that in connection with the vote to approve
the Extension
Amendment, the holders of 3,650,973 Class A ordinary shares properly
exercised their
right to redeem their shares for cash, leaving approximately $21.9
million in the trust
account. Please disclose whether or not the projections still reflect
management s views
on future performance and describe what consideration the board gave
to obtaining
updated projections.
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page
262
3. We note you made transaction accounting adjustments, (assuming minimum
redemptions)
totaling R$364,208 to additional paid-in capital on page 264 with
multiple explanations.
Please revise your footnote to clearly show, in a tabular format, what
individual amounts
were included in the calculation of R$364,208 by including explanation
for each
individual amount.
4. Please show us how issued and outstanding Class A ordinary shares, par
value(R$467)
and Class B ordinary shares, par value(R$262,062) reflected here in
the pro forma
condensed combined statement of financial position under both the
scenarios on page 264
reconciles to weighted average shares outstanding(60,396,507 and
55,168,990) under both
the scenarios disclosed on page 272. Revise your disclosures as
appropriate.
Thiago da Costa Silva
FirstName LastNameThiago da Costa Silva
Ambipar Emergency Response
Comapany 21,
November NameAmbipar
2022 Emergency Response
November
Page 3 21, 2022 Page 3
FirstName LastName
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Po Forma Condensed Combined Statements of Income
Transaction Accounting Adjustments, page 271
5. Please revise your footnotes for adjustments (aa), (bb), (cc) and (dd)
to quantify and show
how each of these adjustments were calculated.
5. Preliminary Allocation of Purchase Price, page 281
6. Cash consideration transferred of R$855,690 relating to acquisition of
Witt O Brien
reflected in Adjustment 5.A is not consistent with the adjustment of
R$877,831 reflected
in pro forma condensed combined statement of financial position on
page 262. Please
revise or advise.
U.S. Federal Income Tax Considerations, page 283
7. We note your disclosure in response to prior comment 16 that Skadden,
Arps, Slate,
Meagher & Flom LLP has delivered an opinion that the First Merger
"should" qualify as
an F Reorganization. If the opinion is subject to uncertainty, please
obtain a revised
opinion that explains why counsel cannot give a will opinion
and describes the degree
of uncertainty in the opinion. In addition, please provide risk factor
disclosure setting
forth the risks of uncertain tax treatment to investors, if
applicable. For guidance, refer to
Section III.C.4 of Staff Legal Bulletin 19. We note also that the tax
opinion filed as
Exhibit 8.1 states that counsel expresses no opinion on the potential
United States federal
income tax consequences of the First Merger pursuant to Section 367 of
the Code. Please
ensure that you have disclosed the material tax consequences of the
Business
Combination, and ensure that the tax opinion addresses and expresses a
conclusion for
each material tax consequence. In that regard, please tell us the
basis for excluding from
the opinion the potential United States federal income tax
consequences of the First
Merger pursuant to Section 367 of the Code. To the extent material,
please also disclose
any tax consequences pursuant to Section 367 of the Code.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Emergencia
Historical Results of Operations, page 348
8. We note your disclosure of inflationary costs pressure on your cost of
services rendered,
and the decrease in gross margin during your fiscal year ended
December 31, 2020 and
the six-months ended June 30, 2022 primarily due to the increase in
cost of services
rendered as a percentage of net revenue as a result of increased costs
related to third-party
providers, fuel and maintenance, caused by inflationary cost pressure,
supply chains
disruptions, and increases in oil prices in the period, as well as
decreased economies of
scale. Please update your disclosure to identify actions planned or
taken, if any, to
mitigate inflationary pressures and supply chain disruptions.
Thiago da Costa Silva
FirstName LastNameThiago da Costa Silva
Ambipar Emergency Response
Comapany 21,
November NameAmbipar
2022 Emergency Response
November
Page 4 21, 2022 Page 4
FirstName LastName
Index of Financial Statements, page F-1
9. We note you present combined financial statements of Response Group
for the years
ended December 31, 2021 and 2020. However, you present interim
financial statements
of Response Group for the six months ended and as of June 30. 2022 on
a
consolidated basis. Please revise or clarify in your footnote the
changes in organizational
structure and reasons for change from combining to consolidating the
financial statements
for Response Group. In addition, revise to disclose the basis for
consolidation and your
accounting policy to the extent applicable to the consolidation.
7. Business Combination, page F-86
10. We note your added disclosure in response to prior comment 24. Please
also provide
disclosure for each non-controlling interest in an acquiree measured
at fair value, the
valuation techniques and significant inputs used to measure that
value. Refer to the
paragraph B-64(o) of IFRS 3.
11. We note your revised disclosure on page F-92 in response to prior
comment 26. However,
we also noted from page F-93 that you continue to label $70,517 as
total amount of
identifiable net liabilities rather than "net amount of the
identifiable assets acquired and
the liabilities assumed" for the purpose of determining the amount of
goodwill. Please
revise or clarify. Refer to the paragraph 32 of IFRS 3 for measuring
the amount of
goodwill.
12. We note your added explanation on page F-93 in response to prior
comment 27. Please
clarify why the additions to goodwill reported in Note 9 was
calculated differently and
explain the acquisition data exchange tax and closing rate in Note 9.
In addition, provide
us the accounting literature to support the way you calculated the
amount of additions to
goodwill reported in Note 7, on page F-93 and Note 9 and show us how
it is appropriate.
13. We note you made 15 acquisitions in 2021. However, your disclosure on
page F-94
indicates only one acquired company contributed to the net revenue and
profit. Please
explain and revise your disclosures as applicable.
General
14. We note your disclosure that New PubCo has applied to list its New
PubCo Class A
Ordinary Shares and New PubCo Warrants on the NYSE. Please revise to
clarify whether
you are referring to NYSE American. In that regard, we note that you
have disclosed on
page 7 that NYSE means the New York Stock Exchange, including
NYSE American.
Thiago da Costa Silva
Ambipar Emergency Response
November 21, 2022
Page 5
You may contact Steve Lo at (202) 551-3394 or Raj Rajan at (202)
551-3388 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Kevin Dougherty at (202) 551-3271 or Laura Nicholson, Special Counsel, at (202)
551-3584
with any other questions.
Sincerely,
FirstName LastNameThiago da Costa Silva
Division of
Corporation Finance
Comapany NameAmbipar Emergency Response
Office of Energy &
Transportation
November 21, 2022 Page 5
cc: Grenfel S. Calheiros
FirstName LastName