As filed with the Securities and Exchange Commission
on October 12, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMBIPAR EMERGENCY
RESPONSE
(Exact name of registrant as specified in its
charter)
| The Cayman Islands |
N/A |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
Avenida Angélica, nº 2346, 5th Floor
São Paulo, SP – Brazil,
01228-200
Tel: +55 (11) 3526-3526
(Address of Principal Executive Offices, including
zip code)
AMBIPAR EMERGENCY RESPONSE
2023 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
c/o Capitol Services, Inc.
1218 Central Ave Ste 100
Albany, NY 12205
Tel: +1 808 345-4647
(Telephone number, including area code, of agent
for service)
Copies to:
Grenfel Calheiros, Esq.
Simpson Thacher & Barlett LLP
Av. Presidente Juscelino Kubitschek 1455,
12th floor
São Paulo, SP, Brazil, 04543-011
Tel: +55 11-3546 1000
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 |
x |
|
Smaller reporting company |
¨ |
| |
|
|
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 7(a)(2)(B) of the Securities Act. ¨
PART I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
The information required by Item 1 of Part I
of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance
with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to
Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants
in the Ambipar Emergency Response 2023 Omnibus Incentive Plan covered by this Registration Statement as required by Rule 428(b)(1).
| Item 2. | Registrant Information and
Employee Plan Annual Information. |
The information required by Item 2 of Part I
of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the introductory
note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to
the participants in the 2023 Omnibus Incentive Plan covered by this Registration Statement as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents, which previously have
been filed with the U.S. Securities and Exchange Commission (the “Commission”) by the Registrant are hereby incorporated
by reference in this Registration Statement:
In addition to the foregoing, all documents filed
by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (with respect to any Form 6-K,
only to the extent the Registrant expressly indicates in such Form 6-K that such Form 6-K or portions thereof shall be incorporated
herein by reference) after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration
Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such
documents.
For purposes hereof, any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
The Companies Act (as revised) of the Cayman Islands
does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers,
except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification
against civil fraud or the consequences of committing a crime.
The Registrant’s Amended and Restated Memorandum
and Articles of Association provide that each director or officer of the Registrant shall be indemnified out of the assets and funds of
the Registrant against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements
and other amounts (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation (collectively
“Losses”) incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful
default or fraud, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment)
or in the execution or discharge of such person’s duties, powers, authorities or discretions, including without prejudice to the
generality of the foregoing, any Losses incurred by such director or officer in defending or investigating (whether successfully or otherwise)
any civil, criminal, investigative and administrative proceedings concerning or in any way related to the Registrant or its affairs in
any court whether in the Cayman Islands or elsewhere.
Also, the Registrant has entered, and intends
to continue to enter into indemnification agreements with its directors and applicable officers that provide such persons with contractual
rights to indemnification as well as additional indemnification beyond that provided in the Registrant’s Amended and Restated Memorandum
and Articles of Association.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant under the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
* Filed herewith
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement; and
(iii)
To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been advised that, in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in São Paulo, Brazil, on October 12, 2023.
| |
AMBIPAR EMERGENCY RESPONSE |
| |
|
| |
|
| |
By: |
/s/ Thiago da Costa Silva |
| |
|
Name: Thiago da Costa Silva |
| |
|
Title: Director |
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rafael Espírito Santo
and Pedro Petersen as attorneys-in-fact, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all additional registration statements and to file the same, with
all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities indicated on the
dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
/s/Rafael Espírito Santo |
|
Chief Executive Officer
(Principal Executive Officer) |
|
October 12, 2023 |
| Rafael Espírito Santo |
|
|
| |
|
|
|
|
/s/Pedro Petersen |
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
|
October 12, 2023 |
| Pedro Petersen |
|
|
| |
|
|
/s/Tércio Borlenghi Junior |
|
Chairman of the Board of Directors |
|
October 12, 2023 |
| Tércio Borlenghi Junior |
|
|
| |
|
|
|
|
/s/ Guilherme Patini Borlenghi |
|
Director |
|
October 12, 2023 |
| Guilherme Patini Borlenghi |
|
|
| |
|
|
|
|
/s/Alessandra Bessa Alves de
Melo |
|
Director |
|
October 12, 2023 |
| Alessandra Bessa Alves de Melo |
|
|
| |
|
|
|
|
/s/Thiago da Costa Silva |
|
Director |
|
October 12, 2023 |
| Thiago da Costa Silva |
|
|
| |
|
|
|
|
/s/Mariana Loyola Ferreira Sgarbi |
|
Director |
|
October 12, 2023 |
| Mariana Loyola Ferreira Sgarbi |
|
|
| |
|
|
|
|
/s/Carlos Piani |
|
Director |
|
October 12, 2023 |
| Carlos Piani |
|
|
| |
|
|
|
|
/s/Victor Almeida |
|
Director |
|
October 12, 2023 |
| Victor Almeida |
|
|
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the requirements of the Securities Act, the undersigned, the duly authorized representative in the U.S. of Ambipar Emergency Response
has signed this registration statement on October 12, 2023.
| |
AMBIPAR HOLDING USA, INC. |
| |
|
| |
|
| |
By: |
/s/Guilherme Patini Borlenghi |
| |
|
Name: Guilherme Patini Borlenghi |
| |
|
Title: Director |
Exhibit 5.1
October 12, 2023
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
United States of America
Dear Sirs and Mesdames
Ambipar Emergency Response
(the "Company")
We have acted as counsel as
to Cayman Islands law to the Company in connection with the Company's registration statement on Form S-8 originally filed on October 12,
2023 with the Securities and Exchange Commission (including all supplements and amendments thereto, the “Registration Statement”)
in connection with the registration under the United States Securities Act of 1933, as amended (the “Act”) of the Company’s
Class A Ordinary Shares of par value US$0.0001 each in the capital of the Company (the “Shares”) for issuance pursuant
to the Company's omnibus incentive plan, as amended (the “Plan”).
Capitalised terms used in this Opinion shall,
unless the context requires otherwise, have the meanings ascribed to them in this Opinion and/or the Schedules.
This Opinion is given only on the laws of
the Cayman Islands in force at the date hereof and is based solely on matters of fact known to us at the date hereof. We have not
investigated the laws or regulations of any jurisdiction other than the Cayman Islands (collectively, “Foreign
Laws”). We express no opinion as to matters of fact or, unless expressly stated otherwise, the veracity of any
representations or warranties given in or in connection with any of the documents set out in Schedule 1.
“Carey
Olsen” in the Cayman Islands is the business name of Carey Olsen Cayman Limited, a body corporate recognised under the Legal
Practitioners (Incorporated Practice) Regulations (as revised). The use of the title "Partner" is merely to denote
seniority. Services are provided on the basis of our current terms of business, which can be viewed at:
http://www.careyolsen.com/terms-business. CO Services Cayman Limited is regulated by the Cayman Islands Monetary Authority as the
holder of a corporate services licence (No. 624643) under the Companies Management Act (as revised).
Page
2
| 3. | Documents
Reviewed and Enquiries Made |
In giving this Opinion we have reviewed originals,
copies, conformed copies, certified copies or notarised copies of the documents set out in Schedule 1.
| 4. | Assumptions
and Qualifications |
This Opinion is given on the basis that the assumptions
set out in Schedule 2 (which we have not independently investigated or verified) are true, complete and accurate in all respects. In addition,
this Opinion is subject to the qualifications set out in Schedule 3.
We are of the opinion that:
| 5.1 | Due incorporation, existence and status |
The Company has been duly incorporated as an exempted
company with limited liability under the Companies Act (as revised) of the Cayman Islands (the "Companies Act"), is validly
existing and was, at the date of the Certificate of Good Standing, in good standing with the Registrar.
| 5.2 | Issuance of Securities |
The Shares have
been duly authorised for issue, and when issued by the Company against payment in full of the consideration as contemplated by the Plan
and the applicable agreements made thereunder, and in accordance with the Resolutions and the Memorandum and Articles (each as defined
in Schedule 1 hereto), such Shares will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is
only issued when it has been entered in the register of members (shareholders) of the Company.
The Plan is governed by the laws of the Cayman
Islands and, assuming valid execution and delivery of the applicable Award Agreement (as defined in the Plan), the Plan will be or is,
the legal, valid and binding obligations of the Company enforceable in accordance with the laws of the Cayman Islands.
Page
3
Except as specifically referred to in this Opinion
we have not examined, and give no opinion on, any contracts, instruments or other documents (whether or not referred to in, or contemplated
by, the documents listed in Schedule 1). We do not give any opinion on the commercial merits of any transaction contemplated or entered
into under or pursuant to the Plan.
This Opinion (and any obligations arising out
of or in connection with it) is given on the basis that it shall be governed by and construed in accordance with the laws of the Cayman
Islands. By relying on the opinions set out in this Opinion the addressee(s) hereby irrevocably agree(s) that the courts of the Cayman
Islands are to have exclusive jurisdiction to settle any disputes which may arise in connection with this Opinion. We assume no responsibility
to advise any person entitled to rely on this Opinion, or to undertake any investigations, as to any change in Cayman Islands law (or
its application) or factual matters arising after the date of this Opinion, which might affect the opinions set out herein.
This Opinion is addressed to, and is solely for
the benefit of, the addressee and may not be relied upon by any other person without our prior written consent. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement. In providing our consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission
thereunder
| Yours
faithfully |
|
| |
|
| /s/Carey
Olsen |
|
| Carey
Olsen |
|
Page
4
SCHEDULE 1
DOCUMENTS REVIEWED
| 1. | The certificate of incorporation of the Company dated 3 May 2022 and the Amended and Restated Memorandum
and Articles of Association of the Company, adopted by special resolution dated 27 February 2023 and effective 3 March 2023 (collectively,
the "Articles"). |
| 2. | A certificate of good standing relating to the Company issued by the Registrar of Companies of the
Cayman Islands (the "Registrar") dated October 12, 2023 (the "Certificate of Good
Standing"). |
| 3. | The certificate of merger dated 3 March 2023 relating to the
merger of the Company with HPX. Corp issued by the Registrar and the certificate of merger dated 3 March 2023 relating to the merger
of the Company with Ambipar Merger Sub dated 3 March 2023. |
| 4. | The unanimous written resolutions
of the directors of the Company (the "Directors") passed on 9 February 2023 and
the unanimous written resolution of the shareholder of the company dated 3 March 2023 (the "Resolutions"). |
| 5. | The Registration Statement. |
The above are the only documents we have examined
for the purposes of this Opinion.
Page
5
SCHEDULE 2
ASSUMPTIONS
| 1. | The full power (including both capacity and authority), legal right and good standing of each of the signatory
(other than the Company under the laws of the Cayman Islands) to execute, date, unconditionally deliver and perform their obligations
under, and their due authorisation, execution, dating and unconditional delivery of, the any of the documents, as applicable, listed in
Schedule 1. |
| 2. | All authorisations, consents, filings, registrations or other
requirements of governmental, judicial or public bodies and authorities required under any law (including the laws of the Cayman Islands)
for any party (other than under the laws of the Cayman Islands, the Company) to execute or deliver an Award Agreement, or enforce the
Plan or perform any of its obligations under the Plan or applicable Award Agreement have been obtained, remain valid and subsisting and
have been complied with. |
| 3. | No invitation, whether directly or indirectly, has been made
to the public in the Cayman Islands to subscribe for the Securities. |
| 4. | None of the Proceeds of Crime Act (as revised) of the Cayman
Islands relating to money laundering, the Misuse of Drugs Act (as revised) of the Cayman Islands relating to drug trafficking or the
Terrorism Act (as revised) of the Cayman Islands relating to the financing of terrorism is relevant to the transactions contemplated
by the Plan or to any payment made or to be made thereunder. |
| 5. | None of the parties to an Award Agreement, or the documents
executed pursuant to the Plan, is acting, or will act in a matter inconsistent with United Nations sanctions as implemented under the
laws of the Cayman Islands or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended
to the Cayman Islands by the Orders of Her Majesty in Council. |
| 6. | The Company has entered into, or assumed its obligations under,
the Plan in good faith for bona fide commercial reasons and on arm's length terms. |
| 7. | The conformity to the original documents of all copy documents
supplied to us (whether in hard or soft copy format). |
| 8. | The authenticity, accuracy and completeness of all documents
supplied to us, whether as originals or copies. |
Page
6
| 9. | The genuineness of all signatures, stamps, initials, seals, dates and markings on documents submitted
to us. |
| 10. | No document has been amended, modified, supplemented, revoked,
rescinded or terminated since the time of its execution. |
| 11. | There is no document or other information or matter that has
not been provided or disclosed to us, which could affect the accuracy of this Opinion. |
| 12. | The Company has entered into, or assumed its obligations under,
the Plan as principal for its own account and not as agent or fiduciary. |
| 13. | No Foreign Law qualifies or affects this Opinion. |
| 14. | Words and phrases used in any documents that we have reviewed
that are not governed by Cayman Islands law have the same meanings and effect as they would have if those documents were governed by
Cayman Islands law. |
| 15. | The Articles remain in full force and effect and are unamended,
and are or will be the memorandum and articles of association of the Company in force on the date of the issuance of the Shares. |
| 16. | The Resolutions remain in full force and effect and have not
been amended, modified, supplemented, revoked, rescinded or terminated in any way. |
| 17. | The power and authority of the Company and the Directors have
not been restricted in any way other than as set out in the Plan, the Articles or as arising under Cayman Islands law. |
| 18. | The Directors at the date of the Resolutions were: Guilherme
Patini Borlenghi and Thiago da Costa Silva. |
| 19. | There is no contractual or other obligation, prohibition or
restriction (other than arising by operation of the laws of the Cayman Islands or as set out in the memorandum and articles of association
of the Company) which may limit the Company's ability to enter into, assume or perform its obligations under the Plan. |
| 20. | There is nothing in the corporate records or minute book of
the Company (which we have not inspected) which would affect this Opinion. |
| 21. | In connection with the Company's entry into or assumption, and
performance of, its obligations contained in the Plan, each of its authorised representatives has acted in accordance with his fiduciary
and other duties to such Company under all relevant laws (including any relevant Foreign Laws) and the applicable articles of association
(including in relation to any obligation to disclose a conflict of interest in connection therewith). |
Page
7
schedule 3
QUALIFICATIONS
| 1. | The obligations under the Plan will not necessarily be legal, valid, binding or enforceable in all circumstances
and this Opinion is not to be taken to imply that each obligation would necessarily be capable of enforcement or be enforced in all circumstances
in accordance with its terms. In particular, but without limitation: |
| (a) | the binding effect, validity and enforceability of obligations may be
limited by laws relating to bankruptcy, administration, insolvency, moratorium, liquidation, dissolution, re-organisation and other laws
of general application relating to, or affecting the rights of, creditors; and |
| (b) | enforcement may be limited by general principles of equity. For example,
equitable remedies such as specific performance or the issuing of an injunction are available only at the discretion of the court and
may not be available where, for example, damages are considered to be an adequate alternative and we therefore express no opinion on whether
such remedies will be granted if sought. |
| 2. | We offer no opinion as to whether the acceptance of, or the execution or performance of, the Company's
obligations under the Plan will or may result in the breach or infringement of any other deed, contract or document entered into by, or
binding upon, such Company (other than its articles of association). |
| 3. | In order to maintain an exempted company in good standing with the Registrar, annual fees must be paid
and annual filings must be made with the Registrar within the prescribed periods. |
| 4. | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title
to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where
an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal
position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified
where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications
are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 5.2, there are no circumstances or matters
of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification
of the register of members of the Company, but if such an application were made in respect of the Securities,
then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
| 5. | In this opinion letter, the phrase "non-assessable" means, with respect to the issuance of shares,
that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant
to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets
(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose
or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ambipar Emergency Response
The Cayman Islands
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated May 12, 2023, relating
to the consolidated financial statements of Emergência Participações S.A., which appears in the Ambipar Emergency
Response’s Registration Statement on Form F-1 (No 333-270493), which is incorporated by reference
in this Registration Statement.
| /s/ BDO RCS Auditores Independentes SS Ltda. |
|
| |
|
|
BDO
RCS Auditores Independentes SS Ltda. |
|
| Campinas, Brazil |
|
| October 12, 2023 |
|
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTING
FIRM
We have issued our report dated May 19, 2022,
with respect to the consolidated financial statements of Witt O’Brien’s LLC as of December 31, 2021 and 2020 and for the Successor
period April 15, 2021, through December 31, 2021, and the Predecessor periods January 1, 2021, through April 14, 2021, and year ended
December 31, 2020 contained in the Final Prospectus, filed on August 25, 2023, relating to the Registration Statement on Form F-1 (File
No. 333-270493), which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference
of the aforementioned report in this Registration Statement on Form S-8.
/s/GRANT THORNTON LLP
Fort Lauderdale, Florida
October 12, 2023
Exhibit 23.4
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of Ambipar Emergency Response on Form S-8 of our report dated July 26, 2023, with respect to our audits of
the financial statements of HPX Corp. as of December 31, 2022 and 2021 and for the years then ended appearing in Ambipar Emergency Response’s
Registration Statement on Form F-1 (File No. 333-270493).
We were dismissed as auditors on March 3, 2023
and, accordingly, we have not performed any audit or review procedures with respect to any financial statements incorporated by reference
in this Registration Statement of Ambipar Emergency Response on Form S-8 for the periods after the date of our dismissal.
/s/Marcum llp
New York, NY
October 12, 2023
Exhibit 107
CALCULATION OF FILING FEE TABLES
Form S-8
(Form Type)
AMBIPAR EMERGENCY RESPONSE
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities
Security
Type |
Security Class Title |
Fee
Calculation
Rule (2) |
Amount
Registered (1) |
Proposed
Maximum
Offering Price
Per Unit (2) |
Maximum0
Aggregate
Offering Price
(2) |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Class A Ordinary Shares, par value US$0.0001 per ordinary share |
Other |
1,108,597 |
US$6.20 |
US$6,873,301.40 |
$147.60 per $1,000,000 |
US$1,014.50 |
| Total Offering Amounts |
— |
US$6,873,301.40 |
— |
US$1,014.50 |
| Total Fee Offsets |
— |
— |
— |
|
| Net Fee Due |
— |
— |
— |
US$1,014.50 |
(1) Covers Class A Ordinary Shares, par value US$0.0001 per
share (“Class A Ordinary Shares”), of Ambipar Emergency Response (the “Registrant”) issuable
pursuant to the Ambipar Emergency Response 2023 Omnibus Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of
1933, as amended (the “Securities Act”), this Registration Statement, to which this fee table relates, also covers an indeterminate
number of additional Class A Ordinary Shares that may be offered and issued to prevent dilution resulting from share splits, share
dividends or similar transactions.
(2) Estimated
solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities
Act. The amount of the registration fee is based on a price of $6.20 per Class A Ordinary Share, which is the average of the
high and low prices of the Class A Ordinary Shares as reported on the NYSE American on October 10, 2023.
Ambipar Emergency Response (AMEX:AMBI)
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