United States securities and exchange commission logo
March 24, 2023
Rafael Espirito Santo
Chief Financial Officer
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-1
Filed March 13,
2023
File No. 333-270493
Dear Rafael Espirito Santo:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Form F-1 filed March 13, 2023
Risk Factors
Risks Relating to Our Securities, page 62
1. Please include a risk
factor addressing the recent extreme volatility in your stock price.
Your disclosure should
include intra-day stock price range information and should cover a
period of time
sufficient to demonstrate the recent price volatility and should address the
impact on investors.
Your disclosure should also address the potential for rapid and
substantial decreases
in your stock price, including decreases unrelated to your operating
performance or
prospects.
Rafael Espirito Santo
FirstName LastNameRafael Espirito Santo
Ambipar Emergency Response
Comapany
March NameAmbipar Emergency Response
24, 2023
March2 24, 2023 Page 2
Page
FirstName LastName
The Class A Ordinary Shares being registered for resale in this prospectus
represent a substantial
percentage..., page 63
2. Please expand your risk factor to disclose the purchase price of all
securities being
registered for resale and that even though the current trading price
is significantly below
the SPAC IPO price, the private investors have an incentive to sell
because they will still
profit on sales because of the lower price that they purchased their
shares than the public
investors.
General
3. It appears that you are seeking to register the issuance of Class A
Ordinary
Shares underlying 20,000 restricted stock units issued to Mr. Rafael
de Salvador Grisolia
in a private placement. Please provide your analysis as to why you
believe you are
eligible to register the issuance of the underlying ordinary shares to
Mr. Rafael de
Salvador Grisolia as these shares appear to have been offered
privately. Alternatively,
please revise your registration fee table and prospectus to indicate
that the registration
statement does not cover the offer and sale of the underlying
securities to Mr. Rafael de
Salvador Grisolia. For guidance, refer to Securities Act Sections
Compliance and
Disclosure Interpretations 103.04, 134.02 and 239.15.
4. Revise your prospectus to highlight any differences in the current
trading price, the prices
that the Sponsor, PIPE Investors, non-redeeming shareholders and other
selling
securityholders acquired their shares and warrants, and the price that
the public
securityholders acquired their shares and warrants. Disclose that
while the Sponsor, PIPE
Investors, non-redeeming shareholders and other selling
securityholders may experience a
positive rate of return based on the current trading trading price,
the public securityholders
may not experience a similar rate of return on the securities they
purchased due to the
differences in the purchase prices and the current trading price.
Please also disclose the
potential profit the selling securityholders will earn based on the
current trading price.
Lastly, please include appropriate risk factor disclosure.
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
Ordinary Shares, expand your discussion of capital resources to
address any changes in
your liquidity position since the business combination. If you are
likely to have to seek
additional capital, discuss the effect of this offering on your
ability to raise additional
capital.
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.
Rafael Espirito Santo
Ambipar Emergency Response
March 24, 2023
Page 3
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.
Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or
Mitchell
Austin, Legal Branch Chief, at (202) 551-3574, with any questions.
Sincerely,
FirstName LastNameRafael Espirito Santo
Division of
Corporation Finance
Comapany NameAmbipar Emergency Response
Office of Energy &
Transportation
March 24, 2023 Page 3
cc: Mark Brod
FirstName LastName