Filed Pursuant to Rule 424(b)(3)
Registration No. 333-270493
 
PROSPECTUS SUPPLEMENT NO. 4
(to Prospectus dated August 25, 2023)
 
Ambipar Emergency Response
 
This prospectus supplement updates, amends and supplements the prospectus contained in our Registration Statement on Form F-1 (as supplemented or amended from time to time, the “Prospectus”) (Registration No. 333-270493). 
 
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Report on Form 6-K, furnished to the Securities and Exchange Commission (the “SEC”) on May 16, 2024 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement.
 
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
 
Our Class A ordinary shares, par value $0.0001 (“Class A Ordinary Shares”) and our warrants (“Warrants”) are listed on the NYSE American LLC (the “NYSE American”) under the trading symbols “AMBI” and “AMBI.WS”. On May 14, 2024, the closing price of our Class A Ordinary Shares on the NYSE American was $3.51 per share and the most recent closing price of our Warrants on the NYSE American was $0.36 per warrant.
 
 
 
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 21 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.
 
Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
  
The date of this prospectus supplement is May 16th, 2024. 
 
 



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 6-K
 
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of May, 2024
 
Commission File Number: 001-41638
  
 
 
AMBIPAR EMERGENCY RESPONSE
(Exact name of registrant as specified in its charter)
 
 
 
Avenida Angélica, nº 2346, 5th Floor
São Paulo, São Paulo, Brazil, 01228-200
Tel: +55 (11) 3429-5000
(Address of principal executive office)
 
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F☒    Form 40-F☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    Yes☐    No☒
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    Yes     No☒
 
 
 





EXHIBIT INDEX
 
 
 



 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: May 16, 2024
 
AMBIPAR EMERGENCY RESPONSE
By:/s/ Thiago da Costa Silva
Name: Thiago da Costa Silva
Title: Director



 



 
 
 
Exhibit 99.1 
 Summary Results for the Full Year ended December 31, 2023
 
The information set forth below updates certain information about us included in the prospectus contained in our Registration Statement on Form F-1 (Registration No. 333-270493) which we refer to herein as the “Prospectus,” and should be read in conjunction with the information set forth in the Prospectus under “Financial Statement Presentation,” “Risk Factors,” “Unaudited Pro Forma Condensed Combined Financial Information” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures about Market Risk” and our audited consolidated financial statements and unaudited pro forma condensed financial information and the historical financial statements of Witt O’Brien’s and the respective notes thereto included elsewhere in the Prospectus, as well as with our audited consolidated financial statements as of December 31, 2023 and for the full Year ended December 31, 2023 and 2022, contained in a report on Form 6-K that was furnished to the SEC on May 16, 2024 (the “Fourth Quarter Financial Statements Report”).
 
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth including those set forth in “Cautionary Statement Regarding Forward-Looking Statements,” “Industry and Market Data” and “Risk Factors.” of the Prospectus.
 
The following table reflects selected financial information for the full Year ended December 31, 2023:
 


  For the full Year ended December 31,
  2023 2023 2022 Variation
  (Audited)
  
(in US$ million)(1)
 (in R$ million) %
Gross Revenue 556.92,781.81,813.353.4
Cost of services rendered      (418.5)(2,090.5)(1,337.8)56.3
Gross profit      100.0499.5347.143.9
Operating profit     72.1360.4336.77.0
Net finance cost     (50.3)(251.3)(104.0)141.6
Income tax and social contribution     (18.4)(91.9)(44.9)104.7
(1)
For convenience purposes only, certain amounts in reais have been translated to U.S. dollars using an exchange rate of R$4.9953 to US$1.00, the commercial selling rate for U.S. dollars as of December 31, 2023, as reported by the Central Bank. These translations have not been audited and should not be considered representations that any such amounts have been, could have been or could be converted at that or any other exchange rate.
 
Gross revenue
Gross revenue for the year ended December 31, 2023 amounted to R$2,781.9 million, compared to R$1,813.3 million in the year ended December 31, 2022, which represents an increase of R$968.6 million, or 53.4%.
The increase in gross revenue was primarily due to: (1) the acquisitions we concluded in the North America and Brazil segments, which experienced the largest growth in the period, reaching a gross revenue of R$1,329.0 million and R$790.3 million in the year ended December 31, 2023, respectively, from R$790.3 million and R$597.2 million in the year ended December 31, 2022, respectively, as a result of a wider regional reach and, consequently, an increase in the overall number of subscription contracts and spot contracts; and (2) an increase of our gross revenue generated in our Latin America segment (other than Brazil) of R$12.5 million, or 5.9%, in the year ended December 31, 2023, primarily as a result of the expansion of our existing operations in Chile and Peru and the start of new operations in Colombia. These increases were partially offset by a negative effect of 3.3 percentage points on our gross revenue as a result the depreciation of the U.S. dollar, Canadian dollar and the British pound against the real.
  





Cost of services rendered
Cost of services rendered for the year ended December 31, 2023 amounted to R$ 2,090.5 million, compared to R$1,337.8 million in the year ended December 31, 2022, which represents an increase of R$752.7 million, or 56.3%. This increase was primarily due to the acquisitions we completed in the period and the increase in operations, consistent with the increase in net revenue described above, as partially offset by a positive effect of 3.3 percentage point on our cost of services rendered, as a result of the appreciation of the U.S. dollar, Canadian dollar and the British pound against the real. Cost of services represented 80.7% and 79.4% of our net revenue, respectively, in the year ended December 31, 2023 and 2022.
 
Gross profit
Gross profit for the year ended December 31, 2023 amounted to R$499.5 million, compared to R$347.1 million in the year ended December 31, 2022, which represents an increase of R$152.4 million, or 43.9%. Gross profit represented 19.3% and 20.6% of our net revenue, respectively, for the years ended December 31, 2023 and 2022. The decrease in gross profit margin was primarily due to the increase in cost of services rendered in the year ended December 31, 2023 as a percentage of net revenue, as a result of increased costs related to third-party providers and fuel caused by inflationary cost pressure, supply chain disruptions, and increases in oil prices in the period, as well as decreased economies of scale resulting from (1) recently acquired businesses that were in the process of being integrated into our ecosystem, and (2) organic growth in markets which we had recently entered and had smaller operations. The adoption of heightened controls over our costs and expenditures following recent acquisitions helped to mitigate inflationary pressures, including by means of centralizing negotiations with suppliers at the corporate level and the renegotiation of pricing terms with suppliers, and we have been able to gradually increase prices as a way to pass on costs and improve gross profit margins. Supply chain disruptions have been mitigated through the earlier ordering of vehicles and equipment, and increasing utilization of suppliers who have more favorable delivery terms. The increase in cost of services rendered as a percentage of net revenue was partially offset primarily by a decrease in costs with personnel as a percentage of net revenue due to workforce optimization.

Operating profit
 
Operating profit for the year ended December 31, 2023 amounted to R$360.4 million, compared to R$336.7 million in the year ended December 31, 2022, which represented an increase of R$23.7 million, or 7.0%, mainly due to increased operations in our North America and Brazil segments, as partially offset by the extraordinary expenses incurred in connection with the conclusion of the HPX transaction in March, which had a non-recurring negative impact of R$100.9 million in the period. 

Net finance cost
Our net finance costs increased by R$147.3 million, or 141.6%, to R$251.3 million for the year ended December 31, 2023 from R$104.0 million for the year ended December 31, 2022. Finance income increased by R$33.9 million, or 353.1%, to R$43.5 million in the year ended December 31, 2023 from R$9.6 million in the year ended December 31, 2022, primarily due to an increase in foreign-exchange rate income, as partially offset by a greater average cash balance in the period which resulted in an increase in revenues from interest earning bank deposits. Our finance costs increased by R$181.3 million, or 159.7%, to R$294.8 million in the year ended December 31, 2023 from R$113.5 million in the year ended December 31, 2022 primarily due to an increase of R$36.6 million and R$27.2 million in year ended December 31, 2022 in debentures interest and interest on loans, respectively, primarily as a result of our First Issuance of Debentures in 2022, the Second Issuance of Debentures and the borrowing under the loan agreement with Itau BBA International PLC to finance the WOB Acquisition in 2022.
Income tax and social contribution
Income tax and social contribution expense for the year ended December 31, 2023 was R$91.9 million, compared R$44.9 million in the year ended December 31, 2022, which represents an increase of R$47.0 million, or 104.7%. This increase was primarily due to the increase in the provision for deferred taxes.





About Ambipar Emergency Response
 
Ambipar Response specializes in environmental services, and operates in four main business units: emergency response, marine response, industrial response and environmental response. The Company is present in more than 40 countries across all six continents, providing standardized services across all regions.
 
The Company was founded in 1995 by Tercio Borlenghi Jr.
 
For more information, visit ambipar.com and http://ir-response.ambipar.com/




Exhibit 99.2 
AMBIPAR EMERGENCY RESPONSE
Report of Independent Registered Public Accounting Firm
Consolidated financial statements
As at December 31, 2023
Auditor Name: BDO RCS Auditores Independentes SS Ltda.
Auditor Location: São Paulo, Brazil
Auditor Firm ID: 5485
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bdoa.jpg

Tel.: +55 19 3294 2390
Fax: + 55 19 3254 1484
www.bdo.com.br
Rua Major Quedinho, 90,
Consolação -,São Paulo, SP
Brasil 01050-030
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Ambipar Emergency Response
São Paulo – SP
Opinion on the consolidated financial statements
We have audited the accompanying consolidated statements of financial position of Ambipar Emergency Response (the “Company”), as of December 31, 2023 and 2022, the related consolidated statements of income and statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years then ended and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and Interpretations (collectively “IFRS”).
Basis for opinion on the consolidated financial statements
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2020.
São Paulo/SP - Brazil, May 10, 2024.
BDO RCS Auditores Independentes SS Ltda.
BDO RCS Auditores Independentes SS Ltda., an audit partnership organized according to Brazilian law, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
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Table of Contents
AMBIPAR EMERGENCY RESPONSE
Consolidated Statements of Financial Position
As of December 31, 2023 and 2022
(Values expressed in thousands of Brazilian Reais)
Statements of financial position
NoteDecember 31, 2023December 31, 2022
Assets
Current assets
Cash and cash equivalents4423,266 271,607 
Trade and other receivables, net5803,523 702,980 
Income tax and social contribution6.114,143 6,388 
Other taxes recoverable6.263,955 29,740 
Prepaid expenses32,239 37,806 
Advances to suppliers23,125 29,864 
Inventories34,159 18,128 
Other accounts receivable45,814 36,498 
Current assets1,440,224 1,133,011 
Non-current assets
Trade and other receivables, net53,485 — 
Related parties loans1629,322 26,180 
Income tax and social contribution recoverable6.11,472 2,854 
Other taxes recoverable6.2857 392 
Deferred taxes2228,800 25,420 
Judicial deposits15631 826 
Other accounts receivable32,245 37,599 
Investments7— 7,620 
Property, plant and equipment, net8787,561 516,081 
Right of use, net888,737 68,275 
Goodwill91,537,135 1,192,302 
Intangible assets9358,703 420,197 
Total Non-current assets2,868,948 2,297,746 
Total assets4,309,172 3,430,757 
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AMBIPAR EMERGENCY RESPONSE
Consolidated Statements of Financial Position
As of December 31, 2023 and 2022
(Values expressed in thousands of Brazilian Reais)

NoteDecember 31, 2023December 31, 2022
Liabilities
Current liabilities
Loans and financing1084,369 67,656 
Debentures1179,677 84,187 
Trade and other payables12184,618 146,611 
Labor obligations82,768 114,941 
Dividends Payable1657,364 76,909 
Current income tax and social contribution payable13.121,684 12,998 
Other tax payable13.251,459 33,719 
Obligations from acquisition of investment7183,825 129,198 
Lease liabilities14.222,620 14,411 
Other bills to pay34,638 36,345 
Current liabilities803,022 716,975 
Non-current liabilities
Loans and financing10617,533 649,762 
Debentures11466,073 516,533 
Other taxes payable13.28,638 7,986 
Related parties loans16.1620,842 769,792 
Deferred income tax and social contribution22187,784 190,833 
Obligations from acquisition of investment7168,926 94,228 
Provision for contingencies15393 607 
Lease liabilities14.234,860 32,648 
Warrant and Earn-out3.4.230,753 — 
Other bills to pay13,551 4,305 
Non-current liabilities2,149,353 2,266,694 
Total liabilities2,952,375 2,983,669 
Shareholders' equity
Capital17.11,443,108 261,920 
Profit reserves— 302,817 
Capital transactions17.5(99,516)(110,218)
Accumulated translation adjustment17.4(208,056)(89,165)
Retained earnings(62,477)— 
Equity attributable to owners of the Company1,073,059 365,354 
Non-controlling interest283,738 81,734 
Total equity1,356,797 447,088 
Total shareholders' equity and liabilities4,309,172 3,430,757 
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AMBIPAR EMERGENCY RESPONSE
Consolidated Statements of Income
Years ended December 31, 2023, 2022 and 2021
(Amounts expressed in thousands of Brazilian Reais, except earnings per share)
Statements of income
NoteDecember 31, 2023December 31, 2022December 31, 2021
Net Revenue192,589,960 1,684,896 822,203 
Cost of services rendered20(2,090,482)(1,337,749)(618,691)
Gross profit499,478 347,147 203,512 
Selling, general and administrative expenses20(28,385)(26,553)(26,837)
Equity in earnings of investments— 3,628 — 
Other income, net expenses20(110,710)12,536 1,355 
Operating expenses(139,095)(10,389)(25,482)
Operating profit360,383 336,758 178,030 
Finance expenses21(294,827)(113,541)(12,804)
Finance income2143,485 9,567 10,776 
(251,342)(103,974)(2,028)
Net income before income tax and social contribution109,041 232,784 176,002 
Current income tax and social contribution22(78,999)(35,806)(23,773)
Deferred income tax and social contribution22(12,866)(9,104)(14,087)
Profit for the year17,176 187,874 138,142 
Profit (loss) Attributable to:
Controlling interest(62,477)161,493 131,117 
Non-controlling interests79,653 26,381 7,025 
Number of shares at the year end55,429,851 261,920,439 48,615,599 
Earnings per share (basic) at the end of the year - in R$17.30.1912 0.7173 2.8415 
Earnings per share (diluted) at the end of the year - in R$17.30.1662 0.7173 2.8415 
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AMBIPAR EMERGENCY RESPONSE
Consolidated Statements of Comprehensive Income
Years ended December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais)
Statements of comprehensive income
December 31, 2023December 31, 2022December 31, 2021
Profit for the year17,176 187,874 138,142 
Items that are or may be reclassified subsequently to profit or loss:
Unrealized income reserve— — 63 
Equity valuation adjustment— (984)— 
Exchange rate change on goodwill on investee abroad(10,702)(7,617)(4,998)
Foreign currency translation adjustment(108,189)(79,711)(8,455)
Other comprehensive loss for the year, net of tax(118,891)(88,312)(13,390)
Total comprehensive income (loss), net of taxes(101,715)99,562 124,752 
Attributable to:
Controlling interest(181,368)73,181 117,726 
Non-controlling interest79,653 26,381 7,026 
(101,715)99,562 124,752 
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AMBIPAR EMERGENCY RESPONSE
Consolidated Statements of Changes in Equity
Years ended December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais)
Statements of changes in equity
Profit Reserves
CapitalAdvances for future capital increaseExpenses on the issuance of sharesCapital transactionsLegal reserveUnrealized income reserveEquity valuation adjustmentAccumulated translation adjustmentRetained earningsTotal attributable to the controlling shareholderNon-controlling interestsTotal
Balance at January 1st, 202136,899 176,000  (3,458)7,380 69,050 984 16,818  303,673 23,521 327,194 
Capital increase with investment transfer49,021       (25,016) 24,005  24,005 
Advances for future increase of capital176,000 (176,000)          
Transactions with shareholders   (118,026)     (118,026) (118,026)
Distribution of profit from previous year     (307)   (307) (307)
Interest of non-controllers          (18,623)(18,623)
Exchange variation on capital transactions   4,998    (4,998)    
Other comprehensive loss     63  16,624  16,687  16,687 
Net income for the year        131,116 131,116 7,026 138,142 
Profit destination            
Legal reserve    6,556    (6,556)   
Mandatory minimum dividends        (31,154)(31,154) (31,154)
Unrealized profit reserve     93,406   (93,406)   
Balance, December 31, 2021261,920   (116,486)13,936 162,212 984 3,428  325,994 11,924 337,918 
Balances at January 1st, 2022261,920   (116,486)13,936 162,212 984 3,428  325,994 11,924 337,918 
Transactions with shareholders— — — (1,349)— — — — — (1,349)— (1,349)
Transfer by onerous transfer— — — — — 3,531 — (5,265)— (1,734)— (1,734)
Participation of non-controllers— — — — — — — — — — 43,429 43,429 
Exchange variation on capital transactions— — — 7,617 — — — (7,617)— — — — 
Other comprehensive loss— — — — — — (984)(79,711)— (80,695)— (80,695)
Net income for the year— — — — — — — — 161,493 161,493 26,381 187,874 
Profit destination
Legal reserve— — — — 8,075 — — — (8,075)— — — 
Mandatory minimum dividends— — — — — — — — (38,355)(38,355)— (38,355)
Unrealized profit reserve— — — — — 115,063 — — (115,063)— — — 
Balance, December 31, 2022261,920   (110,218)22,011 280,806  (89,165) 365,354 81,734 447,088 
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AMBIPAR EMERGENCY RESPONSE
Consolidated Statements of Changes in Equity
Years ended December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais)
Profit Reserves
CapitalAdvances for future capital increaseExpenses on the issuance of sharesCapital transactionsLegal reserveUnrealized income reserveEquity valuation adjustmentAccumulated translation adjustmentRetained earningsTotal attributable to the controlling shareholderNon-controlling interestsTotal
Balance at January 1st, 2023261,920   (110,218)22,011 280,806  (89,165) 365,354 81,734 447,088 
Issuance of 177.977.323 new shares263,004 — — — — — — — — 263,004 — 263,004 
Exchange variation on capital transactions— — — (2,413)— — — 2,413 — — — — 
Other comprehensive loss— — — — — — — (5,769)— (5,769)— (5,769)
Participation of non-controllers— — — — — — — — — — 13,231 13,231 
Net income for the period— — — — — — — — 13,288 13,288 7,885 21,173 
Initial transactions with shareholders 03.03.2023316,105 — — — (22,011)(280,806)— — (13,288)— (21,116)(21,116)
PIPE and other investors595,746 — — — — — — — — 595,746 — 595,746 
HPX trust account balance at CST&T48,083 — — — — — — — — 48,083 — 48,083 
Acervo inicial HPX 03.03.2023(41,750)— — — — — — — — (41,750)— (41,750)
Exchange variation on capital transactions— — — 13,115 — — — (13,115)— — — — 
Other comprehensive loss— — — — — — — (102,420)— (102,420)— (102,420)
Expenses on the issuance of shares— — (119,822)— — — — — — (119,822)— (119,822)
Realization of costs in the issuance of shares— — 119,822 — — — — — — 119,822 — 119,822 
Participation of non-controllers— — — — — — — — — — 122,351 122,351 
Net income for the period— — — — — — — — (62,477)(62,477)79,653 17,176 
Balance, December 31, 20231,443,108   (99,516)   (208,056)(62,477)1,073,059 283,738 1,356,797 
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AMBIPAR EMERGENCY RESPONSE
Consolidated Statements of Cash Flows – Indirect Method
Years ended December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais)
Statements of cash flows – Indirect Method
December 31, 2023December 31, 2022December 31, 2021
Cash flows from operating activities
Profit for the year17,176 187,874 138,142 
Adjustments for non-cash items  
Depreciation and amortization181,864 112,029 60,163 
Expected credit losses654 248 (340)
Residual value of written-off property, plant and equipment and intangible assets19,311 26,291 (6,355)
Provision for contingencies(230)334 (365)
Income tax and social contribution - Deferred12,866 9,104 14,087 
Equity in earnings of investiments (3,628)— 
Investments adjustments (2,779)— 
Reversal of obligations due to investment acquisition(48,315)  
Interest on loans and financing, debentures and exchange-rate change150,799 96,699 2,919 
Changes in assets and liabilities:
Accounts receivable(4,393)94,381 (79,118)
Recoverable taxes(38,575)(20,550)(6,102)
Prepaid expenses6,243 (32,859)1,778 
Advances to suppliers29,540 23,650 (29,287)
Inventories2,328 (5,672)(3,607)
Other accounts receivable40,986 18,783 24,850 
Suppliers(56,325)(10,901)(21,740)
Salaries and social security charges(41,661)27,472 (1,485)
Taxes payable44,718 34,210 (2,900)
Warrant and Earn-out(17,044)— — 
Other accounts payable(37,048)(25,736)(17,565)
Cash generated from operating activities262,894 528,950 73,075 
Interest paid on loans and financing(50,260)(12,126)(5,985)
Interest paid on debentures(94,549)(25,274)— 
Interest paid on leases(2,650)(2,400)(573)
Income tax and social contribution(36,956)(18,213)(2,193)
Net Cash generated from operating activities78,479 470,937 64,324 
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AMBIPAR EMERGENCY RESPONSE
Consolidated Statements of Cash Flows – Indirect Method
Years ended December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais)
December 31, 2023December 31, 2022December 31, 2021
Cash flow from investing activities
Cash spent on companies’ acquisitions; net of cash received(47,131)(1,090,040)(286,134)
Payment of obligations from acquisition of investments(124,558)(134,981)(38,493)
Acquisition of property, plant and equipment and intangible assets(240,289)(95,748)(123,793)
Net cash used in investing activities(411,978)(1,320,769)(448,420)
Cash flow from financing activities
Attributed to shareholders
Profit distribution - prior periods(31,947)— (63)
Increase in minority interest699,532 — — 

Attributed to financing
Related parties98,200 71,019 441,662 
Lease payments - Principal(112,459)(32,802)(6,819)
Proceeds from loans and financing124,258 446,870 50,620 
Proceeds from debentures— 573,623 — 
Payments of loans and financing - Principal(179,804)(63,985)(52,152)
Payments of debentures – Principal(55,953)— — 
Net cash generated from financing activities541,827 994,725 433,248 
Increase in cash and cash equivalents208,328 144,893 49,152 
Exchange rate change in cash and cash equivalents(56,669)7,796 8,012 
Cash and cash equivalents at the beginning of the year271,607 118,918 61,754 
Cash and cash equivalents at the end of the year423,266 271,607 118,918 
The accompanying notes are an integral part of the Consolidated Financial Statements.
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AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
Notes to the Consolidated Statements of Financial Position
1.General information
Ambipar Emergency Response (the “Group Response” or “Company”) is a direct subsidiary of Ambipar Participações e Empreendimentos S.A. (“Ambipar Group”) in the Emergency Response segment, it’s part of the Ambipar Group’s essence the commitment to sustainable matters, working on the ESG (“Environment, Social and Governance”) pillars within its business and supporting its clients.
The Ambipar Emergency Response is engaged in the response to accidents with chemical products and pollutants, fighting fires, environmental emergencies on highways, railways, airports, ports, industries, mining and pipelines, and natural disasters. The Company also offers the environmental services in specialized industrial clean.
The Ambipar Emergency Response is also specialized in Crisis Management and attendance to environmental, chemical, and biological emergencies that affect the health, the environment, and property. Supported by state-of-the-art professionals, with excellence, technological equipment using techniques in the most security protocols, in order to contribute to excellence in care. The Ambipar Emergency Response owns more than 300 bases around the world, employs more than 150,000 trained collaborators and responds to emergencies on call 24 hours a day, 365 days a year.
On July 6, 2022, Emergência Participações S.A. entered into a business combination agreement with HPX Corp. (“HPX”), a Special Purpose Acquisition Company (SPAC), to further accelerate the company's growth. On March 3, 2023, after compliance with all corporate and regulatory requirements, the transaction was concluded. Thus, as of March 6, 2023, Ambipar Emergency Response became listed, and its common shares and warrants began to be traded on the NYSE American under the codes “AMBI” and “AMBI.WS”, respectively.
1.1.Activity in the Response segment
The principal business activities of the Ambipar Emergency Response comprise operating in prevention, management, and emergency response to accidents involving hazardous or non-hazardous products in all modes of transportation, with its own bases and presence in 16 countries in South America, Europe, Africa, North America, and Antarctica. In addition, it provides industrial firefighters who work at customer’s facilities and has the largest and most complete training field in Latin America, training employees and clients with the most complete structure focused on emergency response and management in multimodal scenarios.
As of December 31, 2023 and December 31, 2022, the Ambipar Emergency Response’s equity interests and their respective areas of activity are shown in Note 1.2 “Organization and Plan of Business Operation”.
1.2.Relevant events
Completion of the transaction with HPX and listing of Ambipar Emergency Response on the NYSE
On March 3, 2023, the Company completed the transaction with HPX Corp, pursuant to the terms of the Business Combination Agreement entered into on July 5, 2022, by the Ambipar Group, together with its subsidiaries, Emergência Participações S.A., Ambipar Emergency Response and Ambipar Merger Sub ("Closure"). As a result, Emergência Participações S.A. became a wholly owned subsidiary of Ambipar Emergency Response, a company incorporated in the Cayman Islands. Ambipar Emergency Response (“AMBI”) is classified as a foreign private issuer, emerging growth company and non-accelerated filer with shares listed on the New York Stock Exchange (NYSE American). The Ambipar Group now holds a 70.8% interest in AMBI after the conclusion of the de-SPAC process. Additional details regarding the accounting impacts of the de-SPAC process for the Company's consolidated financial statements are presented in Note 7.

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AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
List of subsidiaries
The Consolidated Financial Statements include the individual statements of the entities of Ambipar Emergency Response, listed below:
Ownership held by CompanyOwnership held by NCI
CompanyNotePlace of Business/ Country of IncorporationController31.12.202331.12.202231.12.202331.12.2022Consolidation method
%%%%
Emergência Participações S.A.BrazilAmbipar Emergency Response100.00 100.00 — — Full
Ambipar Response S.A.BrazilEmergência Participações100.00 100.00 — — Full
Ambipar Insurance - Correta de Seguros LtdaBrazilEmergência Participações100.00 100.00 — — Full
Ambipar Response Insurance - Atendimento a Seguros LtdaBrazilEmergência Participações100.00 100.00 — — Full
Ambipar Response Chile SpAChileEmergência Participações100.00 100.00  — 
Ambipar Response Chile S.A.ChileEmergência Participações100.00 100.00 — — Full
Ambipar Peru SACPeruAmbipar Response Chile Spa e S.A.99.78 99.78 0.22 0.22 Full
Ambipar Response Training S.A.ChileAmbipar Response Chile Spa e S.A.99.99 99.99 0.01 0.01 Full
Ambipar Response Mineros e Integrales S.A.ChileAmbipar Response Chile Spa e S.A.99.90 99.90 0.10 0.10 Full
Ambipar Uruguay S.A.UruguaiAmbipar Response Chile Spa e S.A.100.00 100.00 — — Full
Ambipar Colombia S.A.SColombiaAmbipar Response Chile Spa e S.A.100.00 100.00 — — Full
Ambipar Response Colombia S.A.SColombiaAmbipar Response Chile Spa e S.A.100.00 100.00 — — Full
Ambipar Response Mexico S. de R.L. de C.V.(j)MéxicoAmbipar Response Chile Spa e S.A.100.00 — — — Full
Ambipar Holding USA, INCUnited States of AmericaEmergência Participações100.00 100.00 — — Full
Ambipar Response Texas, LLCUnited States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Ambipa Response Alabama, LLCUnited States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Ambipar Response Florida, LLCUnited States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Ambipar Response Colorado, IncUnited States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Ambipar Response EMS, IncUnited States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Ambipar Response Northwest, Inc.United States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Ambipar Response PERS, LLCUnited States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Ambipar Response Training Center ARTC, IncUnited States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Witt O'Brien"s LLCUnited States of AmericaAmbipar Holding USA100.00 100.00 — — Full
Witt O'Brien's Payroll Management LLCDelawareWitt O'Brien"s LLC100.00 100.00 — — Full
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AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
Ownership held by CompanyOwnership held by NCI
CompanyNotePlace of Business/ Country of IncorporationController31.12.202331.12.202231.12.202331.12.2022Consolidation method
%%%%
O'Brien's Response Management, L.L.C.DelawareWitt O'Brien"s LLC100.00 100.00 — — Full
Witt O'Brien's Insurance Services, LLCNew JerseyO'Brien's Response Management, L.L.C.100.00 100.00 — — Full
Witt O'Brien's USVI, LLCU.S. Virgin IslandsWitt O'Brien"s LLC100.00 100.00 — — Full
Witt O’Brien’s PR LLCPuerto RicoWitt O'Brien"s LLC100.00 100.00 — — Full
Strategic Crisis Advisors LLCGeorgiaWitt O'Brien"s LLC100.00 100.00 — — Full
Navigate Communications Pte. Ltd.SingaporeWitt O'Brien"s LLC100.00 100.00 — — Full
Navigate Response (Asia) Pte. Ltd.SingaporeWitt O'Brien"s LLC100.00 100.00 — — Full
Navigate PR LimitedEngland and WalesWitt O'Brien"s LLC100.00 100.00 — — Full
Navigate Response LimitedEngland and WalesWitt O'Brien"s LLC100.00 100.00 — — Full
O'Brien's do Brasil Consultoria em Emergências e Meio Ambiente S.A.(f)BrazilWitt O'Brien"s LLC— 100.00 — — Full
Witt Associates do Brasil Consultoria Ltda(f)BrazilWitt O'Brien"s LLC— 50.00 — 50.00 No
Ambipar Holdings UK LimitedUnited KingdomEmergência Participações100.00 100.00 — — Full
Groco 404 LimitedUnited KingdomAmbipar Holdings UK100.00 100.00 — — Full
Ambipar Site Service LimitedUnited KingdomGroco 404 Limited100.00 100.00 — — Full
Ambipar Holding Ireland LimitedIrelandAmbipar Holdings UK100.00 100.00 — — Full
Ambipar Response Ireland LimitedIrelandAmbipar Holding Ireland100.00 100.00 — — Full
Ambipar Howells Consultancy LimitedUnited KingdomAmbipar Response Limited (Reino Unido)100.00 100.00 — — Full
Ambipar Response Limited (Reino Unido)United KingdomAmbipar Holdings UK100.00 100.00 — — Full
Ambipar Response Limited (Irlanda)IrelandAmbipar Response Limited (Reino Unido)100.00 100.00 — — Full
Ambipar Holding Canadá, INCCanadáEmergência Participações100.00 100.00 — — Full
Ambipar Response Industrial Services Inc(v)CanadáAmbipar Holding Canadá70.00 — 30.00 — Full
Orion Environmental Services Ltd. (OES)(v)CanadáAmbipar Response Industrial Services Inc70.00 100.00 30.00 — Full
Orion Tank Solutions Ltd. (OTS)(v)CanadáAmbipar Response Industrial Services Inc70.00 100.00 30.00 — Full
Ambipar Response Industrial Services E Inc.(v)CanadáAmbipar Response Industrial Services Inc70.00 100.00 30.00 — Full
Ambipar Response Industrial Services L Inc.(v)CanadáAmbipar Response Industrial Services Inc70.00 100.00 30.00 — Full
Ambipar Response Industrial Services G Inc.(v)CanadáAmbipar Response Industrial Services Inc70.00 100.00 30.00 — Full
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AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
Ownership held by CompanyOwnership held by NCI
CompanyNotePlace of Business/ Country of IncorporationController31.12.202331.12.202231.12.202331.12.2022Consolidation method
%%%%
1653395 Alberta Ltd(v)CanadáAmbipar Response Industrial Services Inc70.00 — 30.00 — Full
Bulldog Energy Group(v)Canadá1653395 Alberta Ltd70.00 — 30.00 — Full
Ambipar Reponse Emergency Services Canada F IncCanadáAmbipar Holding Canadá100.00 100.00 — — Full
Ridgeline Canada IncCanadáAmbipar Holding Canadá100.00 100.00 — — Full
DFA Contracting Ltd(k)CanadáAmbipar Holding Canadá100.00 — — — Full
JM Serviços Integrados S.A.BrazilEmergência Participações70.00 70.00 30.00 30.00 Full
JM Serviços e Locações S.A.BrazilEmergência Participações70.00 70.00 30.00 30.00 Full
Lacerda & Lacerda Serviços de Transportes e Emergências Ambientais Ltda(a)BrazilEmergência Participações100.00 70.00 — 30.00 Full
Desentupidora Belo Ltda(a)BrazilEmergência Participações— 70.00 100.00 30.00 Full
Ambipar Response Gás LtdaBrazilEmergência Participações100.00 100.00 — — Full
Ambipar Response Dracares Apoio Marítimo e Portuário S.A.BrazilEmergência Participações51.00 51.00 49.00 49.00 Full
Ambipar Response Marine S.A.(g)BrazilAmbipar Response Dracares Apoio Marítimo e Portuário S/A40.80 — 59.20 — Full
Ambipar Response Maritime Services PDA S.A.(o)BrazilAmbipar Response Marine S.A.24.48 — 75.52 — Full
Ambipar Flyone Serviço Aéreo Especializado, Comércio e Serviço S.A.BrazilEmergência Participações51.00 51.00 49.00 49.00 Full
RG Response S.A.BrazilEmergência Participações51.00 51.00 49.00 49.00 Full
RG Consultoria Técnica Ambiental Brasil LtdaBrazilRG Response51.00 51.00 49.00 49.00 Full
Ambipar Response Espírito Santo S.A.BrazilEmergência Participações70.00 70.00 30.00 30.00 Full
Ambipar Response Environmental Services LtdaBrazilAmbipar Response Espírito Santo S.A.70.00 70.00 30.00 30.00 Full
Ambipar Response Orbitgeo LtdaBrazilAmbipar Response Espírito Santo S.A.70.00 70.00 30.00 30.00 Full
Ambipar Response OGTEC Facilities LtdaBrazilAmbipar Response Espírito Santo S.A.70.00 70.00 30.00 30.00 Full
Ambipar Response Wastewater Control LtdaBrazilAmbipar Response Espírito Santo S.A.70.00 70.00 30.00 30.00 Full
Ambipar Response Geoweb LtdaBrazilAmbipar Response Espírito Santo S.A.70.00 70.00 30.00 30.00 Full
Ambipar Response Geociências Ltda(b)BrazilAmbipar Response Espírito Santo S.A.38.50 38.50 61.50 61.50 Full
Ambipar Response Analytical S.A.(c)BrazilAmbipar Response Espírito Santo S.A.35.70 — 64.30 — Full
Ambipar Response Fauna e Flora Ltda(e)BrazilAmbipar Response Espírito Santo S.A.70.00 — 30.00 — Full
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AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
Ownership held by CompanyOwnership held by NCI
CompanyNotePlace of Business/ Country of IncorporationController31.12.202331.12.202231.12.202331.12.2022Consolidation method
%%%%
Ambipar Response Environmental Consulting Offshore S.A.(h)BrazilAmbipar Response Espírito Santo S.A.42.00 — 58.00 — Full
Ambipar Response Remediation S.A.(p)BrazilAmbipar Response Espírito Santo S.A.35.70 — 64.30 — Full
Ambipar Response Remediation Ltda(q)BrazilAmbipar Response Remediation S.A.35.70 — 64.30 — Full
RMC2 Soluções Ambientais Ltda(r)BrazilAmbipar Response Remediation Ltda17.85 — 82.15 — Full
Fênix Emergências Ambientais LtdaBrazilEmergência Participações100.00 100.00 — — Full
APW Ambiental e Transporte LtdaBrazilEmergência Participações100.00 100.00 — — Full
Ambipar Response Tank Cleaning S.A.(l)BrazilEmergência Participações51.00 — 49.00 — Full
Ambipar C-Safety Comércio, Indústria e Serviços Ltda(m)BrazilAmbipar Response Tank Cleaning51.00 — 49.00 — Full
Ambipar Response Industrial Services S.A.(i)BrazilAmbipar Response Tank Cleaning26.01 — 73.99 — Full
Unidroid Robotica do Brasil Ltda(x)BrazilAmbipar Response Tank Cleaning26.01 — 73.99 — Full
SMR Socorro Medico e Resgate Ltda(s)BrazilEmergência Participações70.00 — 30.00 — Full
SSRM Saude Ocupacional Ltda(t)BrazilEmergência Participações70.00 — 30.00 — Full
SSR Serviços de Segurança e Resgate Ltda(u)BrazilEmergência Participações70.00 — 30.00 — Full
Atmo Hazmat Ltda(d)BrazilEmergência Participações— 100.00 — — Full
Ambipar Atendimento Médico Hospitalar Ltda(n)BrazilEmergência Participações— 100.00 — — Full
(a)    On January, 2021 Emergência Participações S.A.annouced the aquisition of 70% of the share capital of Lacerda & Lacerda Serviços de Transportes e Emergências Ambientais Ltda and Desentupidora Belo Ltda. In April 2022, Emergência Participações S.A. transferred its 70% stake in Desentupidora Belo Ltda. in exchange for the remaining 30% of Lacerda & Lacerda Serviços de Transportes e Emergencies Ambientais Ltda, totaling 100% interest.
(b)    On July 2021, the subsidiary Ambipar Response ES has a 55% interest in Ambipar Response Geociências Ltda. The Company has a 70% interest in Ambipar Response ES, thus the Group has 38.50% control over the subsidiary.
(c)    On June 2022, the subsidiary Ambipar Response ES has a 51% interest in Ambipar Response Analytical S.A. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 35.70% control over the subsidiary.
(d)    On June 2022, the subsidiary Emergência Participações S.A. transferred the 40,000 shares it held in Atmo Hazmat Ltda to Ambipar Group. The investment was transferred for consideration and classified as related parties.
(e)    On July 2022, the subsidiary Ambipar Response ES has a 100% interest in Ambipar Response Fauna e Flora Ltda. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 70% control over the subsidiary.
(f)    On October 25, 2022, Emergência Participações S.A. acquired, through its subsidiary Ambipar Holding USA, Inc. 100% of the company Witt O’Briens and the acquisition was completed; As a result, there was a joint agreement with the acquisition of 50% of O'Brien's do Brasil Consultoria em Emergencies e Meio Ambiente S.A., characterizing a joint venture. Emergência Participações S.A. communicated to the market, on January 17, 2023, that in common agreement with OceanPact Serviços Marítimos S.A. (“OceanPact”), they decided to terminate the O'Brien's do Brasil joint venture, this agreement aimed to avoid overlapping activities and operations between Ambipar Response S.A. and OceanPact.
(g)    On February, 2023, the subsidiary Ambipar Response Dracares Apoio Marítimo e Portuário Ltda. announced the acquisition of 80% of the capital stock of Girassol Apoio Marítimo Ltda)
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AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
(h)    On April 2023, the subsidiary Ambipar Response ES has a 60% interest in Ambipar Response Environmental Consulting Offshore S/A. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 42% control over the subsidiary.
(i)    On April, 2023, the subsidiary Ambipar Response Tank Cleaning S/A. announced the acquisition of 51% of the capital stock of Plimsoll Serviços Ltda (“Plimsoll”). Emergência Participações S.A. has a 51% interest in Ambipar Response Tank Cleaning, thus the Group has 26.01% control over de subsidiary.
(j)    On May 2023, the subsidiaries Ambipar Response Chile (with 50% of the share capital) and Ambipar Response Training (with 50% of the share capital) formed the company Ambipar Response Mexico, which operates in the provision of emergency services through stand by contracts.
(k)    On May, 2023, the subsidiary Ambipar Holding Canada Inc. announced the acquisition of 100% of the capital interest of DFA Contracting Ltd (“DFA”).
(l)    On July 2023, Emergência Participações S.A.announced the acquisition of 51% Ambipar Response Tank Cleaning S/A.
(m)    On July 2023, Emergência Participações S.A. announced the acquisition of 51% Ambipar Response Tank Cleaning S/A which has a 100% stake in the company Ambipar C-Safety Comércio, Indústria e Serviços Ltda., thus the Group has 51% control over the subsidiary.
(n)    On July 2023, Emergência Participações S.A. partners and Ambipar Group transferred 9,999 and 1 share of participation in Ambipar Atendimento Médico Hospitalar Ltda, respectively to Environmental ESG Participações S.A. The investment was transferred for consideration and classified as related parties.
(o)    On September 2023, the subsidiary Ambipar Response Marine S/A announced the acquisition of 60% of the share capital of Zenith Marítima Eireli. (“Zenith”).
(p)    On September 2023, the subsidiary Ambipar Response ES has a 51% interest in Ambipar Response Remediation S.A. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 35.70% control over the subsidiary.
(q)    On September 2023, the subsidiary Ambipar Response ES has a 51% interest in Ambipar Response Remediation S.A which has a 100% stake in Ambipar Response Ambipar Response Remediation Ltda. Ambipar Response has a 70% interest in Ambipar Response ES, thus the Group has 35.70% control over the subsidiary.
(r)    On September 2023, the subsidiary Ambipar Response ES has a 51% interest in Ambipar Response Remediation S.A which has a 100% stake in the company Ambipar Response Remediation Ltda., which in turn holds 50% of the capital of RMC2 Soluções Ambientais Ltda. Emergência Participações S.A. has a 70% interest in Ambipar Response ES, thus the Group has 17.85% control over the subsidiary.
(s)    On September 2023, Ambipar Response announced the acquisition of 70% of the share capital of Smr Socorro Médico E Resgate Ltda (“SMR”).
(t)    On September 2023, Emergência Participações S.A. announced the acquisition of 70% of the share capital of Ssmr Saude Ocupacional Ltda. Epp (“SSMR”)
(u)    On September 2023, Emergência Participações S.A. announced the acquisition of 70% of the share capital of Ssr Servicos De Seguranca E Resgate Ltda Epp (“SSR”).
(v)    On October, 2023, the Ambipar Holding Canada Inc. (Holding Canada) established a holding company "Ambipar Response Industrial Services Canada (Industrial Services Canada)" and transferred all operating companies of "Industrial Services" (Orion, Lynx, Emerge and Graham) to this new Group holding company. Holding Canada acquired 100% of the company 1653395 Alberta Ltda (controlling company of Bulldog Energy Group) and part of the payment to shareholders was in shares of the company Industrial Services Canada. At this time, Holding Canada transfers the shares of 1653395 Alberta Ltda to Industrial Services Canada. After this corporate movement, Holding Canada holds 70% control of Industrial Services Canada and 30% remains with Burly's Holdings Ltd.
(x)    On December 2023, the subsidiary Ambipar Tank Cleaning S/A announced the acquisition of 51% of the share capital of Unidroid Robotica do Brasil Ltda. (“Unidroid”). Emergência Participações S.A. has a 51% interest in Ambipar Response Tank Cleaning, thus the Group has 26.01% control over de subsidiary.
1.3.Authorization to issue these Consolidated Financial Statements
The issuance of these Consolidated Financial Statements was authorized by Management on May 10, 2024.
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AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
2.Description of significant accounting policies
2.1.Basis of presentation
As a result of the reorganization described below, these consolidated financial statements have been presented for all periods as if the Company was the holding company of the Group Response.
The Company became the holding company of the Group Response in March 2023 through a business combination (note 1.2) and as a result Emergência Participações S.A. (predecessor entity) became a wholly owned subsidiary of Ambipar Emergency Response.
These transactions are being accounted for on the predecessor values basis as common control transactions, based on the predecessor values recognized by the Company in its consolidated financial statements from the dates that it obtained control of the Group Response.
Upon conclusion of the business combination, the results of operations of the Group were included in the consolidated financial statements of the Company as if the Company had always owned the Group Response.
The Consolidated Financial Statements are expressed in thousands of Reais ("R$"), and the reporting of amounts in other currencies, when needed, is also expressed in thousands, unless otherwise indicated.
The preparation of the Consolidated Financial Statements requires Management to make judgments, use estimates and adopt assumptions that affect the amounts presented for revenues, expenses, assets and liabilities, including contingent liabilities. However, uncertainty relating to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the book value of certain assets and liabilities in future years.
Ambipar Emergency Response’s Management states and confirms that all relevant information for the Consolidated Financial Statements is being evidenced and corresponds to the one used by Management in the administration.
The Consolidated Financial Statements have been prepared on the historical cost’s basis, except certain financial assets and liabilities that measured at their fair value.
The Ambipar Emergency Response’s businesses included in these Consolidated Financial Statements are not generated as a single legal entity. These Consolidated Financial Statements are, therefore, not necessarily indicative of performance, cash flows obtained, and possessing actual equity and financial situation, as if this Ambipar Emergency Response had operated in a single legal entity during the years, or indicative of future results.
The Consolidated Financial Statements have been prepared on a going concern basis, which assumes that the Ambipar Emergency Response will be able to discharge its liabilities.
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AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
2.2.Basis of consolidation
These Consolidated Financial Statements include the results of the Company and all its subsidiaries undertakings made up to the same accounting date. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. The results of subsidiary undertakings acquired or disposed of during the period are included or excluded from the consolidated income statement from the effective date of acquisition or disposal.
2.3.New or revised pronouncements applied for the first time in 2023
The new IFRS standards will only be applied in Brazil after the issuance of the respective standards in Portuguese by the Accounting Pronouncements Committee and approval by the Federal Accounting Council.
a)    Amendment to IFRS 17 Insurance Contracts;
IFRS 17 was issued by the IASB in 2017 and replaces IFRS 4 for the reporting period beginning on or after January 1, 2023.
IFRS 17 introduces an internationally consistent approach to the accounting of insurance contracts. Prior to IFRS 17, there was significant diversity around the world in relation to the accounting and disclosure of insurance contracts.
Given that IFRS 17 applies to all insurance contracts issued by an entity (with limited scope exclusions), its adoption may have an effect on non-insurers, such as the Company. The Company carried out an assessment of its contracts and operations and concluded that the adoption of IFRS 17 had no effect on its consolidated annual financial statements.
b)    Amendment to IAS 1 Presentation of Financial Statements;
In February 2021, the IASB issued amendments to IAS 1, which aim to make accounting policy disclosures more informative by replacing the requirement to disclose "significant accounting practices" with "material accounting policies." The amendments also provide guidance on the circumstances in which accounting policy information is likely to be considered material and therefore require disclosure.
These changes have no effect on the measurement or presentation of any items in the Company's consolidated financial statements, but affect the disclosure of its accounting policies.
c)    Amendment to IAS 12 Taxes on Profit;
i.    Deferred Tax related to Assets and Liabilities arising from a Single Transaction.
In May 2021, the IASB issued amendments to IAS 12, clarifying the exemption from initial recognition for certain transactions that result in both an asset and a liability being recognised simultaneously (e.g. a lease under IFRS 16). The amendments clarify that the exemption does not apply to the initial recognition of an asset or liability that, at the time of the transaction, generates equal taxable and deductible temporary differences.
These changes had no effect on the Company's consolidated annual financial statements.
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Table of Contents
AMBIPAR EMERGENCY RESPONSE
Notes to the Consolidated Financial Statements
As of December 31, 2023, 2022 and 2021
(Values expressed in thousands of Brazilian Reais, unless otherwise indicated)
ii.    International Tax Reform – Pillar Two Model Rules
In December 2021, the Organization for Economic Co-operation and Development (OECD) released a draft legislative framework for a global minimum tax that should be used by individual jurisdictions. The objective of the framework is to reduce the shifting of profits from one jurisdiction to another in order to reduce overall tax liabilities on corporate structures. In March 2022, the OECD released detailed technical guidance on the Pillar Two rules.
Stakeholders raised concerns with the IASB about the potential implications for income tax accounting, especially deferred tax accounting, arising from the Pillar Two model rules.
The IASB issued the final Amendments to the International Tax Reform – Pillar Two Model Rules, in response to stakeholder concerns on May 23, 2023.
The amendments introduce a mandatory exception for entities to recognize and disclose information on deferred tax assets and liabilities related to the Pillar Two rules. The exception takes effect immediately and retrospectively. The amendments also provide for additional disclosure requirements with respect to an entity's exposure to Pillar Two income tax.
Management has determined that the Company is not within the scope of the OECD's Pillar Two Model Rules and the exception to the recognition and disclosure of deferred tax information.
d)    Change in IAS 8/ CPC 23 Accounting Policies, Changes in Estimates and Rectification of Errors;
The amendments to IAS 8, which added the definition of accounting estimates, clarifies that the effects of a change in information or measurement technique are changes in accounting estimates, unless they result from the correction of errors from prior periods. These changes clarify how entities distinguish between changes in accounting estimates, changes in accounting policy, and errors from prior periods.
These changes had no effect on the Company's consolidated financial statements.
2.4.New standards, revisions and interpretations issued that were not yet in force as of December 31,