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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/23 Ambipar Emergency Response 20-F 12/31/22 136:31M Toppan Merrill/FA2 |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 7.45M
Non-Canadian Issuer
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 51K
Liquidation or Succession
3: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 195K
Liquidation or Succession
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 35K
7: EX-13.2 Annual or Quarterly Report to Security Holders HTML 35K
4: EX-12.1 Statement re: the Computation of Ratios HTML 39K
5: EX-12.2 Statement re: the Computation of Ratios HTML 39K
13: R1 Document and Entity Information HTML 119K
14: R2 Consolidated statements of financial position HTML 157K
15: R3 Consolidated statements of income HTML 92K
16: R4 Consolidated statements of changes in equity HTML 83K
17: R5 Consolidated statements of comprehensive income HTML 63K
18: R6 Consolidated statements of cash flows HTML 130K
19: R7 General Information HTML 323K
20: R8 Description of significant accounting policies HTML 51K
21: R9 Basis of measurement HTML 503K
22: R10 Cash and cash equivalents HTML 45K
23: R11 Trade and other receivables HTML 55K
24: R12 Tax assets HTML 69K
25: R13 Investments HTML 1.19M
26: R14 Intangible assets HTML 220K
27: R15 Loans and financing HTML 99K
28: R16 Debentures HTML 71K
29: R17 Trade and other payables HTML 44K
30: R18 Tax payable HTML 102K
31: R19 Leases liabilities HTML 84K
32: R20 Provision for contingencies and judicial deposits HTML 63K
33: R21 Related parties HTML 124K
34: R22 Shareholders' equity HTML 89K
35: R23 Segment reporting HTML 69K
36: R24 Net Revenues HTML 50K
37: R25 Costs and expenses by nature HTML 71K
38: R26 Net financial income HTML 80K
39: R27 Income tax and social contribution HTML 120K
40: R28 Cash flow information HTML 62K
41: R29 Subsequent events HTML 56K
42: R30 Description of significant accounting policies HTML 57K
(Policies)
43: R31 General Information (Tables) HTML 315K
44: R32 Basis of measurement (Tables) HTML 366K
45: R33 Cash and cash equivalents (Tables) HTML 44K
46: R34 Trade and other receivables (Tables) HTML 52K
47: R35 Tax assets (Tables) HTML 68K
48: R36 Investments (Tables) HTML 1.16M
49: R37 Property, plant and equipment (Tables) HTML 176K
50: R38 Intangible assets (Tables) HTML 223K
51: R39 Loans and financing (Tables) HTML 98K
52: R40 Debentures (Tables) HTML 67K
53: R41 Trade and other payables (Tables) HTML 43K
54: R42 Tax payable (Tables) HTML 104K
55: R43 Leases liabilities (Tables) HTML 82K
56: R44 Provision for contingencies and judicial deposits HTML 61K
(Tables)
57: R45 Related parties (Tables) HTML 120K
58: R46 Shareholders' equity (Tables) HTML 81K
59: R47 Segment reporting (Tables) HTML 67K
60: R48 Net Revenues (Tables) HTML 48K
61: R49 Costs and expenses by nature (Tables) HTML 70K
62: R50 Net financial income (Tables) HTML 80K
63: R51 Income tax and social contribution (Tables) HTML 126K
64: R52 Cash flow information (Tables) HTML 62K
65: R53 General Information (Details) HTML 237K
66: R54 Basis of measurement - Impairment of non-financial HTML 37K
assets (Details)
67: R55 Basis of measurement - Income tax (Details) HTML 50K
68: R56 Basis of measurement - Leases liabilities HTML 40K
(Details)
69: R57 Basis of measurement - Non-controlling interests HTML 104K
(Details)
70: R58 Basis of measurement - Segment reporting (Details) HTML 35K
71: R59 Basis of measurement - Interest rate risk HTML 65K
(Details)
72: R60 Basis of measurement - Liquidity risk (Details) HTML 65K
73: R61 Basis of measurement - Capital management HTML 48K
(Details)
74: R62 Basis of measurement - Financial instruments by HTML 71K
category (Details)
75: R63 Basis of measurement - Non-controlling interests HTML 141K
(Details)
76: R64 Cash and cash equivalents (Details) HTML 43K
77: R65 Trade and other receivables (Details) HTML 50K
78: R66 Tax assets - Current tax assets (Details) HTML 42K
79: R67 Tax assets - Other tax asset (Details) HTML 50K
80: R68 Investments (Details) HTML 108K
81: R69 Investments - Interest acquired (Details) HTML 162K
82: R70 Investments - Additional information (Details) HTML 230K
83: R71 Investments - Assets and liabilities acquired at HTML 1.32M
fair value (Details)
84: R72 Investments - Acquired companies net revenue and HTML 82K
profit (Details)
85: R73 Investments - Revenue and profit, If the HTML 39K
acquisitions had occurred on beginning (Details)
86: R74 Investments - Non-controlling interest (Details) HTML 52K
87: R75 Investments - Obligation from acquisition HTML 45K
(Details)
88: R76 Investments - Impairment tests (Details) HTML 40K
89: R77 Investments-Movement of joint venture (Details) HTML 47K
90: R78 Property, plant and equipment (Details) HTML 154K
91: R79 Property, plant and equipment - Depreciation rates HTML 89K
(Details)
92: R80 Property, plant and equipment - PPE held as HTML 41K
collateral and Impairment (Details)
93: R81 Property, plant and equipment - Right-of-use HTML 59K
assets (Details)
94: R82 Intangible assets - Changes in intangible assets HTML 139K
(Details)
95: R83 Intangible assets - (Details) HTML 40K
96: R84 Intangible assets - Rates of amortization HTML 49K
(Details)
97: R85 Loans and financing (Details) HTML 52K
98: R86 Loans and financing - Breakdown (Details) HTML 52K
99: R87 Loans and financing - Reconciliation of movements HTML 52K
of liabilities to cash flows arising from
financing activities (Details)
100: R88 Loans and financing - Payment schedule of HTML 53K
installments of non-current liabilities (Details)
101: R89 Debentures - Breakdown (Details) HTML 46K
102: R90 Debentures - Payment schedule of installments for HTML 52K
non-current liabilities (Details)
103: R91 Debentures - Additional informaiton (Details) HTML 42K
104: R92 Trade and other payables (Details) HTML 40K
105: R93 Tax payable - Current income tax and social HTML 40K
contribution payable (Details)
106: R94 Tax payable - Other tax payable (Details) HTML 54K
107: R95 Tax payable - Balance of installment payments HTML 64K
(Details)
108: R96 Leases liabilities (Details) HTML 61K
109: R97 Provision for contingencies and judicial deposits HTML 40K
(Details)
110: R98 Provision for contingencies and judicial deposits HTML 44K
- Rollforward of provision for contingencies
(Details)
111: R99 Provision for contingencies and judicial deposits HTML 38K
- Description of contingencies (Details)
112: R100 Related parties (Details) HTML 126K
113: R101 Related parties - Remuneration of key personnel HTML 45K
(Details)
114: R102 Shareholders' equity - Capital (Details) HTML 50K
115: R103 Shareholders' equity - Group reorganization HTML 50K
(Details)
116: R104 Shareholders' equity - Approval of profit HTML 50K
allocations (Details)
117: R105 Shareholders' equity - Profit reserves (Details) HTML 46K
118: R106 Shareholders' equity - Earnings per share HTML 46K
(Details)
119: R107 Shareholders' equity - Capital transaction HTML 47K
(Details)
120: R108 Shareholders' equity (Details) HTML 65K
121: R109 Segment reporting (Details) HTML 52K
122: R110 Net Revenues (Details) HTML 41K
123: R111 Costs and expenses by nature (Details) HTML 75K
124: R112 Net financial income (Details) HTML 70K
125: R113 Income tax and social contribution - breakdown of HTML 43K
expense (Details)
126: R114 Income tax and social contribution - HTML 60K
Reconciliation of income tax and social
contribution expenses (Details)
127: R115 Income tax and social contribution - Deferred HTML 64K
income tax and social contribution (Details)
128: R116 Income tax and social contribution - Changes in HTML 41K
deferred income tax and social contribution
(Details)
129: R117 Income tax and social contribution - Realization HTML 48K
of deferred income tax and social contribution
(Details)
130: R118 Cash flow information (Details) HTML 54K
131: R119 Subsequent events (Details) HTML 50K
134: XML IDEA XML File -- Filing Summary XML 260K
132: XML XBRL Instance -- tmb-20221231x20f_htm XML 9.61M
133: EXCEL IDEA Workbook of Financial Reports XLSX 432K
9: EX-101.CAL XBRL Calculations -- tmb-20221231_cal XML 253K
10: EX-101.DEF XBRL Definitions -- tmb-20221231_def XML 1.19M
11: EX-101.LAB XBRL Labels -- tmb-20221231_lab XML 2.62M
12: EX-101.PRE XBRL Presentations -- tmb-20221231_pre XML 1.89M
8: EX-101.SCH XBRL Schema -- tmb-20221231 XSD 486K
135: JSON XBRL Instance as JSON Data -- MetaLinks 583± 931K
136: ZIP XBRL Zipped Folder -- 0001410578-23-001138-xbrl Zip 1.34M
Exhibit 2.2
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
Ambipar Emergency Response
Incorporated Under the Laws of the Cayman Islands
CUSIP G02532 110
Warrant Certificate
This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”), of Ambipar Emergency Response, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable Class A Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for one fully paid and non-assessable Class A Ordinary Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Class A Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to the Warrant holder. The number of Class A Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
The initial Exercise Price per one Class A Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.
Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
AMBIPAR EMERGENCY RESPONSE |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT |
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[Form of Warrant Certificate]
[REVERSE]
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of July 15, 2020 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby, the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the Class A Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Class A Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain events the number of Class A Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Class A Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Class A Ordinary Shares to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.
The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Class A Ordinary Shares and herewith tenders payment for such Class A Ordinary Shares to the order of Ambipar Emergency Response (the “Company”) in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such Class A Ordinary Shares be registered in the name of , whose address is and that such Class A Ordinary Shares be delivered to whose address is . If said number of Class A Ordinary Shares is less than all of the Class A Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A Ordinary Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .
In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Class A Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.
In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Class A Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.
In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Class A Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class A Ordinary Shares. If said number of shares is less than all of the Class A Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant
Certificate representing the remaining balance of such Class A Ordinary Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .
[Signature Page Follows]
Date: , 20 |
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Signature Guaranteed: |
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed as of: | 5/15/23 | |||
| Filed on: | 5/12/23 | |||
| For Period end: | 12/31/22 | NT 20-F | ||
| 7/15/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/12/23 Ambipar Emergency Response S-8 10/12/23 6:208K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/23 Ambipar Emergency Response 20-F 3/03/23 22:2.6M Toppan Merrill/FA 12/14/22 Ambipar Emergency Response F-4 21:21M Toppan Merrill/FA 7/21/20 HPX Corp. 8-K:8,9 7/20/20 17:2M Toppan Merrill/FA |