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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

July 14, 2022

 

 

 

HPX CORP.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Cayman Islands   001-39382   98-1550444

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.) 

 

1000 N. West Street, Suite 1200

Wilmington, DE

  19801
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (302) 295-4929

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities 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, par value $0.0001 per share   HPX   New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   HPX.WS   New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant   HPX.U   New York Stock Exchange

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not 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. ¨

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On July 14, 2022, in connection with its Extraordinary General Meeting held on July 14, 2022 (the “Extraordinary General Meeting”), HPX Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of July 15, 2020, to (i) extend the date before which the Company must complete a business combination (as defined below) from July 20, 2022 to November 20, 2022 and (ii) extend the date on which the Trustee must liquidate the trust account established in connection with the Company’s initial public offering if the Company has not completed its initial business combination from July 20, 2022 to November 20, 2022 (the “Trust Amendment”). A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

At the Extraordinary General Meeting, which was held on July 14, 2022, holders of 25,516,267 of the Company’s ordinary shares, which represents approximately 80.7% of the ordinary shares outstanding and entitled to vote as of the record date of June 16, 2022, were represented in person or by proxy.

 

At the Extraordinary General Meeting, the shareholders approved (1) a special resolution to amend the Amended and Restated Memorandum and Articles of Association of the Company (the “Extension Amendment”) to extend the date by which the Company must (a) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”), (b) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (c) redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering from July 20, 2022 to November 20, 2022 and (2) the proposals for the Trust Amendment. A copy of the Extension Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

 

Approval of Extension Amendment

 

Votes For Votes Against Abstentions
25,277,669 238,598 0

 

Approval of Trust Amendment

 

Votes For Votes Against Abstentions
25,277,669 238,598 0

 

In connection with the vote to approve the Extension Amendment, the holders of 19,472,483 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.018 per share, for an aggregate redemption amount of approximately $195.1 million, leaving approximately $58.4 million in the trust account.

 

The information included in Item 1.01 is incorporated by reference in this item to the extent required herein.

 

The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the Extension Amendment proposal or the Trust Amendment proposal, was not presented at the Extraordinary General Meeting, as the Extension Amendment proposal and the Trust Amendment proposal received a sufficient number of votes required for approval.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
   
3.1   Amendment to Amended and Restated Memorandum and Articles of Association
     
10.1   Amendment No. 1, dated as of July 14, 2022, to the Investment Management Trust Agreement, dated as of July 15, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 14, 2022

 

  HPX CORP.
     
  By: /s/ Carlos Piani
    Carlos Piani
    Chief Executive Officer and Chief Financial Officer

 

 

 

 

Exhibit 3.1

 

AMENDMENTS
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
HPX CORP. 

 

HPX CORP.
(the "Company")
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY

 

It is resolved as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:

 

(a) amending Article 49.7 by deleting the following introduction of such sub-section:

 

"In the event that the Company does not consummate a Business Combination by 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:"

 

and replacing it with the following:

 

"In the event that the Company does not consummate a Business Combination by November 20, 2022, or such later time as the Members may approve in accordance with the Articles, the Company shall:"; and

 

(b) amending Article 49.8 by deleting the words:

 

"within 24 months from the consummation of the IPO"

 

and replacing them with the words:

 

"by November 20, 2022".

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT
TRUST AGREEMENT 

 

THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Amendment") is made as of July 14, 2022, by and between HPX Corp., a Cayman Islands exempted company (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee"). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).

 

WHEREAS, on July 20, 2020, the Company consummated an initial public offering (the "Offering") of units of the Company, each of which is composed of one of the Company's Class A ordinary shares, par value $0.0001 per share ("Ordinary Shares"), and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share;

 

WHEREAS, $253,000,000 of the gross proceeds of the Offering (including $8,855,000, of underwriters' deferred discount) and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) were delivered to the Trustee to be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of Ordinary Shares included in the Units issued in the Offering pursuant to the investment management trust agreement made effective as of July 15, 2020, by and between the Company and the Trustee (the "Original Agreement");

 

WHEREAS, the Company has sought the approval of the holders of its Ordinary Shares and holders of its Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), at an extraordinary general meeting to: (i) extend the date before which the Company must complete a business combination from July 20, 2022 to November 20, 2022 (the "Extension Amendment") and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from July 20, 2022 to November 20, 2022 (the "Trust Amendment");

 

WHEREAS, holders of at least sixty-five percent (65%) of the then issued and outstanding Ordinary Shares and Class B Ordinary Shares, voting together as a single class, approved the Extension Amendment and the Trust Amendment; and

 

WHEREAS, the parties desire to amend the Original Agreement to, among other things, reflect amendments to the Original Agreement contemplated by the Trust Amendment.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.             Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

 

"(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company ("Termination Letter") in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors (the "Board") of the Company or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company's position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein; provided that, in the case a Termination Letter in the form of Exhibit A is received, or (y) upon November 20, 2022, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by November 20, 2022, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;".

 

 

 

 

2.             Miscellaneous Provisions

 

2.1.          Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

2.2.          Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

2.3.          Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

2.4.          Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

2.5.          Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

2.6.          Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signature page follows]

 

2

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

  Continental Stock Transfer & Trust Company, as Trustee
   
  By: /s/ Francis Wolf
    Name: Francis Wolf
    Title: Vice President
   
  HPX Corp.
   
  By: /s/ Carlos Piani
    Name: Carlos Piani
    Title: Chief Executive Officer and Chief Financial Officer

 

[Signature Page to Amendment No. 1 to Investment Management Trust Agreement]