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, 2021

☐ 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 13, 2021, there were 25,300,000 Class A ordinary shares, $0.0001 par value per share, and 6,325,000 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, 2021

TABLE OF CONTENTS


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	1
Condensed Statements of Operations for the three and six months ended June 30, 2021, and for the three months ended June 30, 2020 and for the period from March 20, 2020 (inception) through June 30, 2020 (Unaudited)	2
Condensed Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2021, and for the three months ended June 30, 2020 and for the period from March 20, 2020 (inception) through June 30, 2020 (Unaudited)	3
Condensed Statements of Cash Flows for the six months ended June 30, 2021 and for the period from March 20, 2020 (inception) through June 30, 2020 (Unaudited)	4
Notes to Unaudited Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	20
Item 4. Controls and Procedures	20
Part II. Other Information
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Mine Safety Disclosures	21
Item 5. Other Information	21
Item 6. Exhibits	21

Part III. Signatures	22

Table of Contents

HPX CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2021		2020
	(Unaudited)
ASSETS
Current assets
Cash	$	919,374	$	1,132,050
Prepaid expenses		208,541		259,147
Total Current Assets		1,127,915		1,391,197

Marketable securities held in Trust Account		253,024,759		253,012,211
TOTAL ASSETS	$	254,152,674	$	254,403,408

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	436,534	$	134,297
Accrued offering costs		159,880		159,880
Total Current Liabilities		596,414		294,177

Warrant liability		17,415,400		21,089,700
Deferred underwriting fee payable		8,855,000		8,855,000
Total Liabilities		26,866,814		30,238,877

Commitments

Class A ordinary shares subject to possible redemption, 22,226,411 and 21,915,395 shares at redemption value as of June 30, 2021 and December 31, 2020, respectively		222,285,859		219,164,525

Stockholders' Equity
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; 3,073,589 and 3,384,605 shares issued and outstanding (excluding 22,226,411 and 21,915,395 shares subject to possible redemption) at June 30, 2021 and December 31, 2020		307		338
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding at June 30, 2021 and December 31, 2020		633		633
Additional paid-in capital		10,561,470		13,682,773
Accumulated deficit		(5,562,409)		(8,683,738)
Total Shareholders’ Equity		5,000,001		5,000,006
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	254,152,674	$	254,403,408

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 Period
							from March 20,
							2020
					Six Months		(Inception)
	Three Months Ended				Ended		through
	June 30,				June 30,		June 30,
	2021		2020		2021		2020
Operating and formation costs	$	385,917	$	193	$	565,570	$	5,193
Loss from operations		(385,917)		(193)		(565,570)		(5,193)

Other (loss) income:
Change in fair value of warrant liabilities		(1,450,300)		—		3,674,300		—
Interest income from operating bank account		24				51
Interest earned on marketable securities held in Trust Account		6,309		—		12,548		—
Other (loss) income		(1,443,967)		—		3,686,899		—

Net (loss) income	$	(1,829,884)	$	(193)	$	3,121,329	$	(5,193)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		22,409,940		—		22,164,034		—

Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	—	$	—	$	—	$	—

Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		9,215,060		4,485,437		9,460,966		4,485,437

Basic and diluted net (loss) income per share, Non-redeemable ordinary shares	$	(0.20)	$	—	$	0.33	$	—

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

Table of Contents

HPX CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2021


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance – January 1, 2021	3,384,605	$	338	6,325,000	$	633	$	13,682,773	$	(8,683,738)	$	5,000,006

Change in value of Class A ordinary shares subject to possible redemption	(494,545)		(49)	—		—		(4,951,168)		—		(4,951,217)

Net income	—		—	—		—		—		4,951,213		4,951,213
Balance – March 31, 2021	2,890,060	$	289	6,325,000	$	633	$	8,731,605	$	(3,732,525)	$	5,000,002

Change in value of Class A ordinary shares subject to possible redemption	183,529		18	—		—		1,829,865		—		1,829,883

Net loss	—		—	—		—		—		(1,829,884)		(1,829,884)
Balance - June 30, 2021	3,073,589	$	307	6,325,000	$	633	$	10,561,470	$	(5,562,409)	$	5,000,001

FOR THE PERIOD FROM MARCH 20, 2020 (INCEPTION) THROUGH JUNE 30, 2020


	Class A			Class B			Additional				Total
	Ordinary Shares			Ordinary Shares			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance – March 20, 2020 (Inception)	—	$	—	—	$	—	$	—	$	—	$	—

Issuance of Class B ordinary share	—		—	1		—		—		—		—

Net loss	—		—	—		—		—		(5,000)		(5,000)
Balance – March 31, 2020	—	$	—	1	$	—	$	—	$	(5,000)	$	(5,000)

Issuance of Class B ordinary share	—		—	6,325,000		633		24,367		—		25,000

Cancellation of Class B ordinary shares	—		—	(1)		—		—		—		—

Net loss	—		—	—		—		—		(193)		(193)
Balance – June 30, 2020	—	$	—	6,325,000	$	633	$	24,367	$	(5,193)	$	19,807

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

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HPX CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


			For the
			Period from
			March 20, 2020
	Six Months		(Inception)
	Ended		Through
	June 30,		June 30,
	2021		2020
Cash Flows from Operating Activities:
Net income (loss)	$	3,121,329	$	(5,193)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liability		(3,674,300)		—
Interest earned on marketable securities held in Trust Account		(12,548)		—
Changes in operating assets and liabilities:
Prepaid expenses		50,606		—
Accounts payable and accrued expenses		302,237		—
Net cash used in operating activities	$	(212,676)	$	(5,193)


Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares	$	—	$	25,000
Advances from related parties		—		10,000
Repayment of advances from related parties		—		(10,000)
Proceeds from promissory note		—		300,000
Payment of offering costs		—		(92,404)
Net cash provided by financing activities	$	—	$	232,596

Net Change in Cash		(212,676)		227,403
Cash – Beginning		1,132,050

SEC Form 10-Q filed by HPX Corp.