UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-39382

HPX CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1550444
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1000 N. West Street, Suite 1200

Wilmington, DE 19801

(Address of Principal Executive Offices, including zip code)

(302) 295-4929

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	HPX.U	New York Stock Exchange
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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 15, 2022, there were 25,300,000 Class A ordinary shares, $0.0001 par value per share, and 6,305,000 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

Table of Contents

HPX CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022

TABLE OF CONTENTS


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, and 2021 (Unaudited)	2
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022, and 2021 (Unaudited)	3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022, and 2021 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26
Part II. Other Information
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	28

Part III. Signatures	29

Table of Contents

HPX CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Current assets
Cash	$	778,575	$	549,792
Prepaid expenses		57,576		99,402
Total Current Assets		836,151		649,194

Marketable securities held in Trust Account		253,381,468		253,037,516
TOTAL ASSETS	$	254,217,619	$	253,686,710

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	682,464	$	555,895
Accrued offering costs		159,880		159,880
Promissory note – related party		700,000		—
Total Current Liabilities		1,542,344		715,775

Deferred legal fees		3,092,479		—
Warrant liabilities		1,574,829		10,556,676
Deferred underwriting fee payable		8,855,000		8,855,000
Total Liabilities		15,064,652		20,127,451

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption; 25,300,000 shares at redemption value as of June 30, 2022 and December 31, 2021		253,381,468		253,037,516

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 25,300,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,305,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		631		631
Accumulated deficit		(14,229,132)		(19,478,888)
Total Shareholders’ Deficit		(14,228,501)		(19,478,257)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	254,217,619	$	253,686,710

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

HPX CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Operating and formation costs	$	2,440,653	$	385,917	$	3,732,091	$	565,570
Loss from operations		(2,440,653)		(385,917)		(3,732,091)		(565,570)

Other income (expense):
Change in fair value of warrant liabilities		2,006,478		(1,450,300)		8,981,847		3,674,300
Interest income from operating bank account		—		24		—		51
Earnings on marketable securities held in Trust Account		321,395		6,309		343,952		12,548
Total other income (expense), net		2,327,873		(1,443,967)		9,325,799		3,686,899

Net (loss) income	$	(112,780)	$	(1,829,884)	$	5,593,708	$	3,121,329

Weighted average shares outstanding, Class A ordinary shares		25,300,000		25,300,000		25,300,000		25,300,000

Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.00)	$	(0.06)	$	0.18	$	0.10

Weighted average shares outstanding, Class B ordinary shares		6,305,000		6,325,000		6,305,000		6,325,000

Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.00)	$	(0.06)	$	0.18	$	0.10

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

HPX CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	Class A			Class B
	Ordinary Shares			Ordinary Shares							Total
							Additional		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Deficit
Balance – January 1, 2022	—	$	—	6,305,000	$	631	$	—	$	(19,478,888)	$	(19,478,257)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		37,516		37,516

Net income	—		—	—		—		—		5,706,488		5,706,488

Balance – March 31, 2022	—		—	6,305,000		631		—		(13,734,884)		(13,734,253)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(381,468)		(381,468)

Net loss	—		—	—		—		—		(112,780)		(112,780)

Balance – June 30, 2022	—	$	—	6,305,000	$	631	$	—	$	(14,229,132)	$	(14,228,501)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021


	Class A			Class B
	Ordinary Shares			Ordinary Shares							Total
							Additional		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Paid-in Capital		Deficit		Equity (Deficit)
Balance – January 1, 2021	—	$	—	6,325,000	$	633	$	—	$	(28,848,313)	$	(28,847,680)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(6,239)		(6,239)

Cancellation of Class B ordinary shares				(20,000)		(2)		—		2		—

Net income	—		—	—		—		—		4,951,213		4,951,213

Balance – March 31, 2021	—		—	6,305,000		631		—		(23,903,337)		(23,902,706)

Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(6,309)		(6,309)

Net loss	—		—	—

SEC Form 10-Q filed by HPX Corp.