United States securities and exchange commission logo
January 5, 2023
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
Registration
Statement on Form F-4
Filed December 14,
2022
File No. 333-268795
Dear Thiago da Costa Silva:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 21, 2022 letter.
Form F-4 filed December 14, 2022
Emergencia's Preliminary Results for the Nine Months Ended September 30,
2022, page 79
1. Please disclose why you
only provide preliminary results for net revenues, cost of services
rendered, gross profit
and operating profit, but not other published income statement line
items and other
financial information for the nine months ended September 30, 2022.
Refer to Form 20-F,
Item 8.A.5. In addition, we note from page 81 that these preliminary
results include the
estimates and assumptions. Please disclose those estimates and
assumptions used in
deriving the preliminary results of net revenues, cost of services
rendered, gross profit
and operating profit.
2. We note your discussion
of net revenue. Please discuss the primary drivers for North
America and in Brazil
segments experiencing the largest growths in the period. In
Thiago da Costa Silva
FirstName LastNameThiago da Costa Silva
Ambipar Emergency Response
Comapany
January NameAmbipar Emergency Response
5, 2023
January
Page 2 5, 2023 Page 2
FirstName LastName
addition, quantify the effect of acquisitions that occurred during
2022.
3. We note your discussion of cost of services rendered. Please clarify
or revise how it is
comparable when you compare cost of services rendered for the nine
months ended
9/30/2022 to the three months September 30, 2021. In addition,
quantify the effect of the
acquisitions that occurred during 2022.
4. We note you attribute the decrease in gross profit as a percentage of
net revenues to the
increased costs related to fuel and maintenance. Please revise to
quantify these increases
of costs.
Certain Unaudited Projected Financial Information, page 216
5. We note your response to prior comment 2 and we re-issue in part. You
discuss in your
response letter that the redemption levels do not have a material
effect on the Projections
that would require HPX's board obtaining updated projections, and that
management
concluded that the performance described in the Projections can be
achieved in all
material respects with minimum cash of $168 million and, therefore,
the Projections
would not need to be updated. Please revise to disclose such
conclusions.
Non-Redemption Agreement, page 252
6. We note your disclosure that Cygnus Fund Icon entered into an amended
and restated
non-redemption agreement as well as a subscription agreement. Please
revise to describe
why the parties amended the non-redemption agreement.
Trademark Licensing Agreement, page 255
7. Please disclose all material terms of the Trademark Licensing
Agreement, and clarify the
compensation to be paid by the registrant under the agreement. In that
regard, we note
your disclosure that the registrant will pay a total amount of
R$60,000 per year to
Ambipar for the right to use Ambipar s trademark. However, section
3.1 of the agreement
filed as Annex R provides for payment equivalent to thirty thousand
dollars per year.
Notes to Unaudited Pro Forma condensed Combined Financial Information
5. Preliminary Allocation of Purchase Price, page 299
8. Please disclose the foreign exchange rate used for the preliminary
purchase price
allocation and the date of the foreign exchange rate.
9. We note you provide a statement that the pro forma statement of
financial position
assumes that the WOB Acquisition occurred as of June 30, 2022. We also
note a
statement on page 300 that the adjustments A, B, C and D are added to
give effect to
WOB Acquisition as if it occurred on January 1, 2021. Considering most
of the
adjustments A, B, C and D are for the pro forma statement of financial
position, please
clarify or revise the inconsistent statements.
Thiago da Costa Silva
FirstName LastNameThiago da Costa Silva
Ambipar Emergency Response
Comapany
January NameAmbipar Emergency Response
5, 2023
January
Page 3 5, 2023 Page 3
FirstName LastName
10. We note from adjustment D on page 300 that you adjust accounts
receivable to reflect the
fair market value. Please further disclose the facts and circumstance
that require you to
make the adjustments to the fair market value and disclose the method
used to derive the
amount of the fair value of the accounts receivable acquired.
New PubCo Management Following the Business Combination, page 387
11. Please revise to clarify which individuals currently serve as
directors of the registrant, and
which individuals are director nominees.
Signatures, page II-7
12. Please ensure that the registration statement is signed by all
individuals required by Form
F-1. In that regard, it does not appear that the registration
statement has been signed by
the registrant s principal executive officer or officers, its
principal financial officer, its
controller or principal accounting officer, and at least a majority of
the board of directors
or persons performing similar functions.
Exhibits
13. Please obtain and file a legality opinion that addresses whether the
warrants are binding
obligations of the registrant under the law of the jurisdiction
governing the warrants.
14. We note your response to prior comment 7 and re-issue such comment in
part. 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 that regard, we note that the uncertainty with respect to
the tax treatment that
was added to the prospectus disclosure in response to prior comment 7
is not reflected in
the opinion filed as Exhibit 8.1.
General
15. We note the form of preliminary proxy card filed as Exhibit 99.1.
Please note that the
form of proxy should be filed as an appendix to the proxy statement
rather than an exhibit
to the registration statement. Please also revise your preliminary
proxy to identify clearly
and impartially each separate matter intended to be acted upon,
whether or not related to
or conditioned on the approval of other matters. In this regard, we
note that Proposals
2A and 2B, and Proposals 3A-3C appear to be separate matters to be
voted upon. Refer
to Exchange Act Rule 14a-4 and Note to paragraph (a)(3) thereof.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Thiago da Costa Silva
Ambipar Emergency Response
January 5, 2023
Page 4
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
January 5, 2023 Page 4
cc: Grenfel S. Calheiros
FirstName LastName