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HPX Corp. - HPX

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    HPX Vol: 20.8K

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SPAC Stats

Market Cap: 249.5M
Average Volume: 58.2K
52W Range: $9.60 - $11.38
Weekly %: -0.30%
Monthly %: +0.00%
Inst Owners: 57


Target: Searching
Days Since IPO: 509
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant
Trust Size: 20000000.0M


Our directors, director nominees and officers are as follows: Bernardo Hees will serve as Co-Chairman of our board of directors following the completion of this offering. Mr. Hees served as a partner of 3G, a private equity firm, from 2010 to 2019 and was responsible for leading some of 3G’s most iconic investments. Until stepping down in June 2019, Mr. Hees served as the Chief Executive Officer of Kraft Heinz (NYSE: KHC), one of the largest manufacturers and marketers of consumer branded food products in the world. Mr. Hees became Chief Executive Officer of Kraft Heinz upon the closing of the merger of Kraft with Heinz in 2015, where he served as Chief Executive Officer since June 2013. Prior to this, Mr. Hees served as Chief Executive Officer of Burger King, a global fast food restaurant chain, from November 2010 to June 2013, upon 3G’s approximately $4.0 billion acquisition of Burger King Holdings (formerly NYSE: BKC). Mr. Hees also served as the Chief Executive Officer of America Latina Logistics (SAO: RAIL3), a Brazilian logistics company, from January 2005 to September 2010 (now known as Rumo S.A.). Mr. Hees is currently the Chairman of the Board and Chair of the Board’s Executive Committee of Avis Budget Group, Inc. (Nasdaq: CAR), a leading global provider of mobility and car rental solutions through its Avis and Budget brands. Mr. Hees has served on the board of directors of Bunge Ltd. (NYSE: BG), an agribusiness and food company, since December 2019. Mr. Hees received his bachelor’s degree from Pontifícia Universidade Católica do Rio de Janeiro and his MBA from the University of Warwick and he completed the Owner and President Management Program at Harvard Business School. Additionally, among the reasons for his appointment as a director, Mr. Hees’s financial, business and operational experience, as well as the experience that he has accumulated through his activities as an executive and investor, add strategic vision to the board of directors to assist with our ultimate business combination transaction. Carlos Piani has been our Chief Executive Officer and Chief Financial Officer and a director since our inception. Mr. Piani has over 20 years of investment and operational experience and a depth of investment and mergers and acquisitions experience in a wide range of industries. Mr. Piani is currently the Chairman of Equatorial Energia S.A. (SAO: EQTL3), a Brazilian utilities company, Chairman of Brasil Brokers Participacoes S.A. (SAO: BBRK3), a Brazilian real estate company, and serves on the board of directors of Petrobras Distribuidora S.A. (SAO: BRDT3), Brazil’s largest fuel distribution company. Mr. Piani served as Head of Strategic Initiatives and Mergers & Acquisitions in 2019 at Kraft Heinz and Zone President of Kraft Heinz Canada from 2015 to 2018. Prior to joining Kraft Heinz, Mr. Piani served as Chief Executive Officer of PDG Realty S.A. Empreendimentos e Participacoes (SAO: PDGR3), a real estate company, from August 2012 to August 2015. Previously, he served as Co-Head of Private Equity of Vinci Partners, an independent asset management firm, from April 2010 to August 2012, as Chief Executive Officer of CEMAR, an electricity distribution company in Brazil, from March 2006 to April 2010, and as Chief Executive Officer of Equatorial Energia S.A., CEMAR’s controlling shareholder, from March 2007 to April 2010. From 1998 to 2004, Mr. Piani served at Banco Pactual S.A. (now known as BTG Pactual S.A.), initially as an investment banking analyst and later as an Associate Partner of the Principal Investment Group, where he managed a multi-million dollar venture capital fund focused on Brazilian technology companies. Mr. Piani has a degree in computer science from PUC/RJ and a bachelor’s degree in business from IBMEC/ 103 TABLE OF CONTENTS RJ. He has also completed the Owner and President Management Program at Harvard Business School and is a Chartered Financial Analyst by CFA Institute. Mr. Piani’s extensive experience in managing and operating public and private companies of varying size and complexity across many industries in Brazil, and his extensive experience in the areas of finance, strategy and mergers and acquisitions enable him to provide valuable expertise to us. Rodrigo Xavier will serve as Co-Chairman of our board of directors following the completion of this offering. From 2014 to 2017, Mr. Xavier served as Chief Executive Officer and Chairman of the board of directors of Bank of America Merrill Lynch Brazil. Prior to this, from 2009 to 2013, he was a Founding Partner and member of the Executive Committee of Vinci Partners. Mr. Xavier joined Banco Pactual in 1993, where he became a senior partner and executive committee member. He later served as Chief Executive Officer of UBS Pactual from 2008 to 2009. In 2018, Mr. Xavier became a fellow at Stanford’s Distinguished Career Institute (“DCI”) and has since become an investor board member and adviser at DCI in the topics of digital transformation, innovation, technology and social entrepreneurship. Mr. Xavier received his bachelor’s degree in Economics from Universidade de Brasilia and completed his post-graduate studies in International Economics from Tohoku and Fukushima Universities in Japan. He also has a master’s degree in International Management from the American Graduate School of International Management (Thunderbird), USA. Mr. Xavier’s significant financial experience, particularly in management and senior executive roles at large financial institutions make him a valuable member of our board of directors. Marcos Peigo will serve as a director following the completion of this offering. Mr. Peigo has served as an Operating Partner of Digital Colony, a global investment firm, and Chief Executive Officer and Board Member of Scala, the Latin American hyperscale data center platform of Digital Colony, since April 2020. Prior to this, Mr. Peigo was Vice President of Value Creation at IBM Latin America from 2018 to April 2020, and before that was the Chief Operating Officer at UOL Diveo Tecnologia Ltda. from 2012 to 2017. From 2004 to 2013, Mr. Peigo served as the Chief Executive Officer of Solvo Serviços de Informática S.A and from 2002 to 2007, he served as a Board Member of Automatos International Ltd. In 2014, Mr. Peigo founded Lemniscata Ventures, a privately held advisory and investment firm. Mr. Peigo studied Electrical Engineering and Economics at Pontificia Universidade Catolica de Sao Paulo. Mr. Peigo’s significant experience in the technology and infrastructure-focused sector in Brazil will give our board of directors increased insight into broader industries when considering target business for our initial business combination. Fábio Mourão will serve as a director following the completion of this offering. Mr. Mourão has been a partner at Principia Capital Partners Investimentos Ltda., a private equity firm operating in Brazil, since 2019. From 2004 to 2018, he worked at Credit Suisse Brazil where he held positions as Head of Execution, Head of Mergers and Acquisitions and Head of Investment Banking. Mr. Mourão served at Indosuez, an investment banking boutique in Brazil and in Switzerland, from 1996 to 2000. He began his career at J.P. Morgan in 2000 and at Goldman Sachs in 2001 in New York, as a summer associate at both firms. Mr. Mourão was also a Consultant at McKinsey from 2002 to 2004 advising clients in Germany, Italy and Portugal, and an Engineer in the mining and steel sectors for Magnesita in Brazil and Japan from 1993 to 1996. Mr. Mourão holds a BS in Metallurgical Engineering from the Federal University of Minas Gerais and an MBA from Stanford University Graduate School of Business. He was a Fellow at Stanford University’s Distinguished Careers Institute in 2019. Mr. Mourão’s significant experience across numerous sectors and industries and his managerial experience in the financial sector in Brazil make him a valuable addition to our board of directors. Marco Kheirallah will serve as a director following the completion of this offering. Mr. Kheirallah has been the Principal Founder and Managing Partner at SIP Capital Fund since 2010. During that time, Mr. Kheirallah also served as the Chief Financial Officer at PDG Realty from 2012 to 2015. Prior to this, Mr. Kheirallah was a Partner, at Banco Pactual from 2001 to 2009 and at Banco Matrix from 1996 to 2001. Prior to this, he served as a Trader, at Banco Opportunity from 1994 to 1996 and at Banco BCN from 104 TABLE OF CONTENTS 1992 to 1994. Mr. Kheirallah received his bachelor’s degree in Business Administration at Fundação Getúlio Vargas, EAESP and serves a board member to a nonprofit dedicated to mental health issues, Instituto Ame Sua Mente. Mr. Kheirallah’s significant experience across the finance and real estate industries in Brazil, including his executive experience in these industries will provide our board of directors with helpful insight when seeking a target business. Salete Pinheiro will serve as a director following the completion of this offering. Ms. Pinheiro has more than 38 years of experience in the Brazilian corporate market, most recently as an Auditing Partner at PricewaterhouseCoopers from 1979 to 2018. From 1995 to 2008, Ms. Pinheiro became an executive member, responsible for human resources in PricewaterhouseCoopers’ Rio de Janeiro office and then for operations in Northeast Brazil from 2003 to 2008. Ms. Pinheiro serves on the fiscal council at Petrobras Distribuidora S.A. (SAO: BRDT3) and on the audit committee at HDI Seguros. Ms. Pinheiro holds a bachelor’s degree in Accounting and obtained her MBA from IBMEC. Ms. Pinheiro’s significant experience serving as an auditor for companies across many decades in a diverse array of industries in Brazil will make her a valuable member of our board of directors. Number, Terms of Office and Appointment of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of seven members. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman (or Co-Chairmen, if applicable), a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence The rules of the NYSE require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four “independent directors” as defined in the NYSE rules and applicable SEC rules prior to completion of this offering. Our board has determined that each of Marcos Peigo, Fábio Mourão, Marco Kheirallah and Salete Pinheiro is an independent director under applicable SEC and NYSE rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates. On June 25, 2020, our 105 TABLE OF CONTENTS sponsor transferred 20,000 founder shares to each of Marcos Peigo, Fábio Mourão, Marco Kheirallah and Salete Pinheiro at their original per-share purchase price. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. The members of our audit committee will be Salete Pinheiro, Marco Kheirallah and Fábio Mourão. Salete Pinheiro will serve as chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; ​ • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ​ • pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ​ • setting clear hiring policies for employees or former employees of the independent auditors; ​ 106 TABLE OF CONTENTS • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ​ • obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ​ • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ​ • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ​ • reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. ​ Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our compensation committee will be Marco Kheirallah, Marcos Peigo and Salete Pinheiro. Marco Kheirallah will serve as chairman of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ​ • reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based pla

Holder Stats

1 0
% of Shares Held by All Insider 0.00%
% of Shares Held by Institutions 58.35%
% of Float Held by Institutions 58.35%
Number of Institutions Holding Shares 57

Mutual Fund Holders

Holder Shares Date Reported Value % Out
Merger Fund, The 49224 2021-03-30 483379 0.19
JNL Series Trust-JNL/Multi Manager Alternative Fund 41284 2021-03-30 405408 0.16
SEI Institutional Managed Tr-Multi Strategy Alternative Fund 38319 2021-03-30 376292 0.15
JNL Series Trust-JNL/Westchester Capital Event Driven Fund 34490 2021-03-30 338691 0.13999999999999999

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-15 Ancora Advisors LLC 5,400 $53,000 0.0% 0 0.017%
2021-11-15 Berkley W R Corp 221,332 $2,180,000 0.1% +36.5% 0.700%
2021-11-15 Dark Forest Capital Management LP 107,842 $1,060,000 0.4% 0 0.341%
2021-11-12 Weiss Asset Management LP 468,366 $4,610,000 0.1% +47.1% 1.481%
2021-11-09 Basso Capital Management L.P. 25,000 $250,000 0.0% 0 0.079%
2021-10-28 Mizuho Securities USA LLC 26,535 $260,000 0.0% +31.4% 0.084%
2021-08-17 Kohlberg Kravis Roberts & Co. L.P. 141,678 $1,400,000 0.0% 0 0.448%
2021-08-17 Northern Right Capital Management L.P. 728,704 $7,180,000 2.1% +1.4% 2.304%
2021-08-16 Bank of America Corp DE 52,400 $520,000 0.0% 0 0.166%
2021-08-16 Berkley W R Corp 162,134 $1,600,000 0.2% +63.1% 0.513%
2021-08-16 Schonfeld Strategic Advisors LLC 20,000 $200,000 0.0% 0 0.063%
2021-08-16 Cohanzick Management LLC 2,751 $27,000 0.0% 0 0.009%
2021-08-13 RP Investment Advisors LP 901,800 $8,880,000 1.2% -9.8% 2.852%
2021-08-12 Penserra Capital Management LLC 8,340 $82,000 0.0% 0 0.026%
2021-08-12 Dynamo Administracao de Recursos Ltda. 30,000 $910,000 0.3% -66.7% 0.095%
2021-05-18 D. E. Shaw & Co. Inc. 59,572 $590,000 0.0% 0 0.188%
2021-05-18 Verition Fund Management LLC 267,900 $2,630,000 0.0% -32.9% 0.847%
2021-05-18 Alyeska Investment Group L.P. 145,160 $1,430,000 0.0% -33.3% 0.459%
2021-05-17 Saba Capital Management L.P. 42,048 $410,000 0.0% -51.8% 0.133%
2021-05-17 Omni Partners LLP 75,184 $740,000 0.0% -24.3% 0.238%
2021-05-17 Centiva Capital LP 20,000 $200,000 0.0% -50.0% 0.063%
2021-05-14 Turim 21 Investimentos Ltda. 98,119 $960,000 0.6% 0 0.310%
2021-05-13 B. Riley Financial Inc. 10,000 $98,000 0.0% 0 0.032%
2021-05-13 Wexford Capital LP 13,126 $130,000 0.0% 0 0.042%
2021-05-05 Exos Asset Management LLC 33,878 $330,000 0.3% -60.2% 0.107%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q FORM 10-Q 2021-11-18
8-K FORM 8-K 2021-11-18
NT 10-Q NT 10-Q 2021-11-15
10-Q FORM 10-Q 2021-08-13
4 FORM 4 2021-07-26
3 FORM 3 2021-07-26
3 FORM 3 2021-07-26
8-K FORM 8-K 2021-07-19
10-Q FORM 10-Q 2021-07-06
10-K/A 10-K/A 2021-07-01
8-K FORM 8-K 2021-06-28
8-K FORM 8-K 2021-05-28
NT 10-Q NT 10-Q 2021-05-18
10-K FORM 10-K 2021-03-23
SC 13G SC 13G 2021-02-16
SC 13G 2021-02-16
SC 13G SC 13G 2021-02-02
8-K FORM 8-K 2020-12-09
10-Q FORM 10-Q 2020-10-30
SC 13G SPX SCHEDULE 13G OCTOBER 14 2020 2020-10-14
8-K FORM 8-K 2020-09-04
10-Q FORM 10-Q 2020-08-28
SC 13G SCHEDULE 13G 2020-07-28
SC 13G SC 13G 2020-07-24
8-K FORM 8-K 2020-07-24
8-K FORM 8-K 2020-07-21
424B4 424B4 2020-07-17
EFFECT 2020-07-15
S-1MEF S-1MEF 2020-07-15
8-A12B 8-A12B 2020-07-13
S-1/A S-1/A 2020-07-08
S-1 S-1 2020-06-26
DRS 2020-04-15