XPAX XPAC Acquisition Corporation

The Proposals at the Shareholder Meeting

At the Shareholder Meeting, XPAC’s shareholders will consider and vote on the following proposals:

Each of the Governing Documents Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. If the Governing Documents Proposal and the Trust Amendment Proposal are approved at the Shareholder Meeting, the Adjournment Proposal will not be presented.

Voting Power; Record Date

As a shareholder of XPAC, you have a right to vote on certain matters affecting XPAC. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business on [●], 2023, which is the Record Date for the Shareholder Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your bank, broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 21,961,131 issued and outstanding Class A Ordinary Shares held by the Public Shareholders and 5,490,283 Class B Ordinary Shares held by the initial shareholders.

Recommendation of the XPAC Board

THE XPAC BOARD RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum

The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, or if a corporation or other non-natural person by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions and any broker non-votes will be considered present for the purposes of establishing a quorum. The Ordinary Shares held by the Sponsor and XPAC’s independent directors, who own approximately 20% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum.

Abstentions and Broker Non-Votes

Abstentions and any broker non-votes (as described below) will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore (a) will not count as votes cast at the Shareholder Meeting and will have no effect on the outcome of the vote on the Governing Documents Proposal or the Adjournment Proposal; and (b) will have the effect of a vote “AGAINST” the Trust Amendment Proposal at the Shareholder Meeting.

Under Nasdaq rules, if a shareholder holds their shares in “street” name through a bank, broker or other nominee and the shareholder does not instruct their bank, broker or other nominee how to vote their shares on a proposal, the bank, broker or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of shareholders, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.

We believe that all of the proposals to be voted on at the Shareholder Meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote the shares you beneficially own on any of the proposals to be voted on at the Shareholder Meeting without your instruction.

Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the Shareholder Meeting.

Vote Required for Approval

The approval of the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

The approval of the Trust Amendment Proposal requires the affirmative vote of at least 65% of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

Voting Your Shares

If you were a holder of record of Ordinary Shares as of the close of business on [●], 2023, the Record Date for the Shareholder Meeting, you may vote with respect to the proposals in person or virtually at the Shareholder Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your Ordinary Shares at the Shareholder Meeting:

Voting by Mail. By signing and dating the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individual(s) named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign, date and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [●] a.m., Eastern Time, on [●], 2023, being 48 hours before the time appointed for the holding of the Shareholder Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Shareholder Meeting, your shares (i) will not be counted for the purposes of determining whether a quorum is present at the Shareholder Meeting or whether the Governing Documents Proposal or the Adjournment Proposal (as the case may be) is approved by the requisite votes; and (ii) will have the effect of a vote “AGAINST” the Trust Amendment Proposal at the Shareholder Meeting.

Voting in Person at the Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to attend and vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your bank, broker or nominee authorizing you to vote these shares.

Voting Electronically via the Internet. You may attend, vote and examine the list of shareholders entitled to vote at the Shareholder Meeting by visiting [●] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials. If you hold your shares in “street name,” which means your shares are held of record by a bank, broker or other nominee, you will need to contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

Revoking Your Proxy

If you are a shareholder of record and give a proxy, you may revoke it at any time before the Shareholder Meeting or at the Shareholder Meeting by doing any one of the following:

However, if your shares are held in “street name” by your bank, broker or another nominee, you must contact your bank, broker or other nominee to change your vote.

No Additional Matters

The Shareholder Meeting has been called only to consider and vote on the approval of the Governing Documents Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal. The XPAC Board does not know of any other matters to be presented at the Shareholder Meeting. If any additional matters are properly presented at the Shareholder Meeting, absence any express instructions to the contrary, the individual(s) named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.

Who Can Answer Your Questions about Voting

If you are an XPAC shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call [●], XPAC’s proxy solicitor, by calling [●] (toll-free), or banks and brokers can call [●], or by emailing [●].

Redemption Rights

In connection with the approval of the Governing Documents Proposal, XPAC’s Public Shareholders may demand that XPAC redeem their Public Shares for a full pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable) (which, for illustrative purposes, was approximately $[●] per share as of [●], 2023, the Record Date for the Shareholder Meeting), calculated as of two business days prior to the Shareholder Meeting, regardless of whether they vote for or against, or whether they abstain from voting on, the Governing Documents Proposal. If a holder properly seeks redemption as described in this section and the Governing Documents Proposal is approved and implemented, XPAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), and the holder will no longer own these shares following the redemption. However, XPAC will not implement the Governing Documents Proposal if XPAC will not have at least $5,000,001 of net tangible assets following approval of the Governing Documents Proposal, after taking into account the Voluntary Redemption.

As a Public Shareholder, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

(i)           hold Class A Ordinary Shares;

(ii)          submit a written request to Continental, the Transfer Agent, in which you request that XPAC redeem all or a portion of your Class A Ordinary Shares for cash; and

(iii)         tender your Class A Ordinary Shares by either delivering your share certificate (if any) and other redemption forms to the Transfer Agent or by delivering your Public Shares electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal At Custodian) system.

Holders who intend to exercise their redemption rights in connection with the Voluntary Redemption must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to [●] a.m., Eastern Time, on [●], 2023 (two business days before the Shareholder Meeting) in order for their shares to be redeemed.

If you hold your shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or delivered electronically. Shares of XPAC that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash in connection with the Voluntary Redemption. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (Deposit Withdrawal At Custodian) system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any request for Voluntary Redemption, once made by a Public Shareholder, may be withdrawn (with the consent of the XPAC Board (which it may do in whole or in part)) at any time up to [●] a.m., Eastern Time, on [●], 2023. If you deliver your shares for Voluntary Redemption to the Transfer Agent and later decide not to elect redemption, you may request before the Voluntary Redemption Withdrawal Deadline that XPAC instruct the Transfer Agent to return the shares (physically or electronically). We will be required to honor such request only if made prior to the Voluntary Redemption Withdrawal Deadline. After this time, a request for Voluntary Redemption may not be withdrawn unless the XPAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights in connection with the Voluntary Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Voluntary Redemption and, thereafter, prior to the Voluntary Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent, prior to [●] a.m., Eastern Time, on [●], 2023 (two business days before the Shareholder Meeting).

If a Public Shareholder properly makes a request for Voluntary Redemption and the Class A Ordinary Shares are delivered as described above and the Governing Documents Proposal is approved and implemented, then, XPAC will redeem such Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), calculated as of two business days prior to the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. XPAC cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its shares when its shareholders wish to sell their shares.

If a Public Shareholder exercises his, her or its redemption rights in connection with the Voluntary Redemption, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate (if any) and other redemption forms (either physically or electronically) to the Transfer Agent as described above and the Governing Documents Proposal is approved and implemented.

In addition, if the Governing Documents Proposal is approved and implemented, and because XPAC will not be able to complete an initial business combination by the Amended Termination Date, XPAC will be obligated to complete the redemption of all the remaining issued and outstanding Public Shares that were not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date, at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of the Amended Termination Date (after taking into account the Voluntary Redemption), including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), divided by the number of the remaining issued and outstanding Public Shares after completion of the Voluntary Redemption. As of the close of business on the Amended Termination Date, all remaining issued and outstanding Public Shares (after taking into account the Voluntary Redemption) will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of these Public Shares upon presentation of their respective share certificates (if any) and other redemption forms or other delivery of their shares to the Transfer Agent. Beneficial owners of such Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. Upon the completion of the Post-Amendment Share Redemption, the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) will be extinguished.

For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights

There are no appraisal rights available to XPAC’s shareholders in connection with the Governing Documents Proposal or the Trust Amendment Proposal.

Proxy Solicitation Costs

XPAC is soliciting proxies on behalf of the XPAC Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. XPAC has engaged [●] to assist in the solicitation of proxies for the Shareholder Meeting. XPAC’s directors and officers may also solicit proxies in person. XPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

XPAC will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. XPAC will pay [●] a fee of $[●], plus disbursements, reimburse [●] for its reasonable out-of-pocket expenses and indemnify [●] and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as XPAC’s proxy solicitor. XPAC will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to XPAC’s shareholders. Directors and officers of XPAC who solicit proxies will not be paid any additional compensation for soliciting.

PROPOSAL NO. 1 — THE GOVERNING DOCUMENTS PROPOSAL

Overview

XPAC is proposing to amend its Memorandum and Articles of Association to accelerate the date by which XPAC has to consummate a business combination from the Original Termination Date to the Amended Termination Date.

On the Record Date, the redemption price per share was approximately $[●] (which is expected to be the same approximate amount two business days prior to the Shareholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[●] as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), divided by the total number of Public Shares then in issue. The closing price of the Class A Ordinary Shares on Nasdaq on the Record Date was $[●]. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a Public Shareholder receiving approximately $[●] [more][less] per share than if the shares were sold in the open market. XPAC cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.

Reasons for the Governing Documents Proposal

XPAC is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving XPAC with one or more businesses or entities.

As described in the IPO prospectus, while XPAC could pursue a business combination target in any business, industry or geographical location, XPAC intended to capitalize on the strength and leading presence of the XP platform in Brazil, drawing upon the extensive networks, relationships and investment acumen of the Sponsor and XPAC’s management team to identify, source, negotiate and execute an initial business combination in Brazil in an industry (i) that XPAC believes should benefit from long-term growth in the Brazilian economy, (ii) that has favorable secular trends and a high growth profile, (iii) that has competitive advantages as well as a consistent environmental, social and governance framework, and (iv) in which XPAC’s management team has previous experience, including the healthcare, financial services, education, consumer goods & retail, and technology industries, which we refer as the “Brazil focus sectors.” As described in the IPO prospectus, XPAC identified certain general, non-exclusive criteria and guidelines that XPAC believes are important in analyzing prospective target businesses for a business combination.

After the consummation of the IPO on August 3, 2021, XPAC commenced an active search for potential business combination candidates, and XPAC evaluated and conducted preliminary due diligence in connection with a number of potential business combination candidates. XPAC identified a list of approximately 50 potential business combination candidates that initially appeared to warrant evaluation as potentially satisfying some or all of the general, non-exhaustive criteria and guidelines referred to above, which list of potential business combination candidates included SuperBac. During August and September 2021, XPAC’s management team conducted a preliminary evaluation and due diligence exercise of business combination candidates and XPAC decided to focus its resources and efforts in the near-term on seven potential business combination targets (including SuperBac), which XPAC believed, based on this preliminary evaluation due diligence and the experience of XPAC’s management team were most suitable for a business combination.

XPAC and SuperBac entered into a non-binding letter of intent for a potential business combination on September 23, 2021. There was a seven-month period between the execution of the non-binding letter of intent with SuperBac and the execution of the SuperBac Business Combination Agreement on April 25, 2022. Whilst the exclusivity provisions that XPAC had agreed to in the non-binding letter of intent did not permit XPAC to discuss any potential business combination transaction with any other potential target company, XPAC was not prohibited from continuing to evaluate other potential business combination opportunities using public information on potential target companies. During this period, XPAC’s management team continued to survey the landscape of potential acquisition opportunities including updating research to determine whether any additional companies operating within the Brazil focus sectors might merit further evaluation by XPAC’s management team.

Consummation of the Proposed SuperBac Business Combination was conditioned upon, among other things, the satisfaction of a minimum cash condition, requiring that the balance of the Trust Account (after redemptions of public shareholders in connection with the business combination), together with the gross proceeds of any permitted private investment in public equity (“PIPE Investments”), shall be at least $150 million (the “Minimum Cash Condition”). In addition, the SuperBac Business Combination Agreement provided that if consummation of the Proposed SuperBac Business Combination had not occurred by November 21, 2022 (the “Outside Date”), either XPAC or SuperBac may terminate the SuperBac Business Combination Agreement. On December 2, 2022, the SuperBac Business Combination Agreement was amended to extend the Outside Date to January 31, 2023, and on February 9, 2023, the SuperBac Business Combination Agreement was further amended to extend the Outside Date to February 28, 2023. The SuperBac Business Combination Agreement was not amended to extend the Outside Date beyond February 28, 2023. Accordingly, pursuant to the terms of the SuperBac Business Combination Agreement, as from February 28, 2023, the SuperBac Business Combination Agreement was subject to termination by XPAC or SuperBac at any time.

XPAC and SuperBac evaluated and pursued potential PIPE Investments from a wide range of potential investors in an effort to satisfy the Minimum Cash Condition both prior and subsequent to the execution of the SuperBac Business Combination. No party to the SuperBac Business Combination Agreement entered into any PIPE Investments with any investor other than (i) a non-binding letter of intent entered into on August 22, 2022, by SuperBac, XPAC and Banco Modal S.A. in connection with a potential senior secured debt and warrant financing that was expected to be provided to a subsidiary of SuperBac that was expected to generate gross proceeds in Brazilian reais equivalent to $50.0 million (the “Modal PIPE Financing”), and (ii) a non-binding unsecured convertible debenture term sheet entered into on January 12, 2023, by Yorkville Advisors Global, LP in connection with a potential issuance of unsecured convertible debentures to be issued in multiple tranches on and after consummation of the Proposed SuperBac Business Combination that was expected to generate gross proceeds of between $23.5 million and $24.5 million (the “Yorkville PIPE Financing”).

As previously disclosed in the preliminary proxy statement/prospectus included in the registration statement on Form F-4 (Registration No. 333-266094), as amended, filed by SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”) with the SEC (the “Business Combination Registration Statement”), the XPAC Board and XPAC’s management team periodically evaluated the prevailing market conditions for PIPE Investments and for business combination transactions between special purpose acquisition companies (“SPACs”) and potential business combination candidates (so-called “de-SPAC transactions”). As disclosed in the Business Combination Registration Statement, between February 6, 2023, and February 9, 2023, XPAC’s management team discussed with each of the members of the XPAC Board the prevailing PIPE market conditions and broader equity market conditions in Brazil and in international markets, including the factors influencing the ability to raise the necessary PIPE financing in an effort to satisfy the Minimum Cash Condition and complete the Proposed SuperBac Business Combination. XPAC’s management team explained that market conditions continued to be challenging due to prevailing adverse macroeconomic and geopolitical conditions, and discussed the factors impacting investments in Brazil as well as investments in the international equity markets generally, and XPAC’s management team explained that they continued to monitor market conditions and investor sentiment. XPAC’s management team discussed with each of the members of the XPAC Board the then-current status of XPAC’s efforts to obtain PIPE Investments, including the status of the Modal PIPE Financing and the Yorkville PIPE Financing, as well as XPAC’s continued efforts to obtain additional PIPE Financing from both institutional and strategic PIPE investors in an effort to satisfy the Minimum Cash Condition.

During the discussions that took place between XPAC’s management team and each of the members of the XPAC Board between February 6, 2023 and February 9, 2023, XPAC’s management team noted that, notwithstanding XPAC’s efforts to obtain PIPE Financing to support the Proposed SuperBac Business Combination, there can be no assurance that the Minimum Cash Condition will be satisfied and there can be no assurance that SuperBac would fully or partially waive the Minimum Cash Condition to a level that would permit the Proposed SuperBac Business Combination to be consummated, and that in making any such decision SuperBac and the SuperBac Founder would take into account, among other factors, the financing needs of SuperBac following consummation of the Business Combination. In particular, XPAC’s management team noted that, whilst the Modal PIPE Financing and the Yorkville PIPE Financing would generate gross proceeds of approximately $75 million (if definitive documentation in relation thereto were to be entered into and such transactions are subsequently consummated), in view of current trends in public share redemptions in de-SPAC transactions, additional PIPE Investments would likely be required in order to satisfy the $150 million Minimum Cash Condition. Therefore, XPAC’s management team were continuing their efforts to obtain additional PIPE financing.

On May 2, 2023, SuperBac informed XPAC that it had decided to terminate the Business Combination Agreement, which SuperBac was entitled to do pursuant to Section 10.1(i) of the Business Combination Agreement. SuperBac informed XPAC that it had based its decision to terminate the Business Combination Agreement on a number of factors including: (i) the prevailing unfavorable public market conditions and trends in the share price performance of companies that have completed de-SPAC transactions; (ii) a balancing of the benefits and drawbacks of becoming a publicly traded company under current circumstances, including heightened volatility and share price performance risks for companies operating businesses in challenging market conditions; and (iii) the fact that no PIPE Investments had been entered into that would provide PubCo with proceeds from the issuance of ordinary shares, it being noted that the Modal PIPE Financing and the Yorkville PIPE Financing, if entered into and consummated, would have comprised the issuance of debt, warrants and convertible debentures raising gross proceeds at a level significantly lower than the Minimum Cash Condition.

On May 3, 2023, the XPAC Board held a video conference meeting that was also attended by XPAC’s management team. During the meeting, the XPAC Board and XPAC’s management team discussed the following topics:

In addition, XPAC’s management team discussed with the XPAC Board that, SuperBac and the private equity business of XP Inc. and its subsidiaries (“XP Private Equity”) currently intend to pursue a private investment into SuperBac in order to support SuperBac’s continued growth as a privately-held company. The Sponsor is wholly-owned by XP Inc., and as such, XPAC and the Sponsor are affiliates of XP Private Equity. In addition, members of XPAC’s management team are also investment professionals within XP Private Equity and serve as investment managers for funds managed by XP Private Equity.

Following the discussion referred to above, in its meeting held on May 3, 2023, the XPAC Board: (i) resolved to approve the entry into of the Termination Agreement by XPAC; (ii) determined that it is very unlikely that XPAC would able to complete an initial business combination with a target other than SuperBac before the Original Termination Date due to the factors referred to above; (iii) determined that it is in the best interests of XPAC and its shareholders to accelerate the Original Termination Date to the Amended Termination Date; and (iv) resolved that XPAC take all actions that are necessary and advisable in order to convene an extraordinary general meeting of XPAC’s shareholders in order to consider and vote upon the Governing Documents Proposal, the Trust Amendment Proposal and the Adjournment Proposal.

Effective as of May 3, 2023, the parties to the SuperBac Business Combination Agreement mutually agreed to terminate the SuperBac Business Combination Agreement pursuant to the Termination Agreement. Pursuant to the Termination Agreement, among other provisions (i) XPAC acquits, releases and discharges each of XPAC, PubCo, Merger Sub 1 (as defined in the Termination Agreement), Merger Sub 2 (as defined in the Termination Agreement) and Newco (as defined in the Termination Agreement) and its representatives from all XPAC Released Claims (as defined in the Termination Agreement) and (ii) each of XPAC, PubCo, Merger Sub 1, Merger Sub 2 and Newco acquits, releases and discharges XPAC and its representatives from all Company Released Claims (as defined in the Termination Agreement), in each case with respect to the SuperBac Business Combination Agreement, the other Transaction Documents (as defined in the SuperBac Business Combination Agreement) and the transactions contemplated by the SuperBac Business Combination Agreement and the other Transaction Documents, in each case except for any claims, if any, based upon a breach of the Termination Agreement or a breach of the NDA (as defined in the SuperBac Business Combination Agreement). On May 3, 2023, XPAC filed the executed Termination Agreement in a Current Report on Form 8-K.

The Memorandum and Articles of Association currently provide that XPAC has until the Original Termination Date to complete its initial business combination and, if XPAC does not complete an initial business combination by the Original Termination Date, it will (i) on the Original Termination Date, cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of XPAC’s then remaining shareholders and the XPAC Board, liquidate and dissolve, subject in each case to XPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. As a result of the liquidation process, all Public Warrants and Private Placement Warrants will expire worthless.

The XPAC Board believes that the current provisions of the Memorandum and Articles of Association above were included to protect XPAC’s shareholders from having to sustain their investment for an unreasonably long period if XPAC were unable to find a suitable initial business combination target in the timeframe contemplated by the Memorandum and Articles of Association. However, even though the XPAC Board has determined that it is very unlikely that XPAC would be able to complete a business combination with a target other than SuperBac before the Original Termination Date, in the absence of a resolution passed pursuant to the Companies Act (As Revised) of the Cayman Islands to commence the voluntary liquidation of XPAC prior to the consummation of a business combination, XPAC is not permitted by the Memorandum and Articles of Association and the existing Trust Agreement to return the funds in the Trust Account to the Public Shareholders by way of liquidating the Trust Account until after the Original Termination Date, and the Public Shareholders may only exercise their redemption rights in connection with a shareholder vote on a proposed business combination or upon the approval of an amendment to any provision of the Memorandum and Articles of Association relating to the rights of holders of Class A Ordinary Shares.

The purpose of the Governing Documents Proposal is to accelerate the Original Termination Date to the Amended Termination Date such that (i) the Public Shareholders may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the approval of the Governing Documents Proposal, without having to wait for approximately another [●] months to do so while continuing to earn minimal interest, if any, on the funds during such waiting period and (ii) XPAC will be obligated to redeem all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date and, subject to the approval of XPAC’s remaining shareholders after completion of the Post-Amendment Share Redemption and the XPAC Board, liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption, which will allow XPAC to return the funds to its Public Shareholders earlier and enable these shareholders to recover their investment sooner and deploy such returned funds as they see fit. XPAC also plans to voluntarily delist the Class A Ordinary Shares, Public Warrants and Units from Nasdaq as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of Nasdaq and the Memorandum and Articles of Association, as amended.

After careful consideration of all relevant factors, including, but not limited to, the termination of the Proposed SuperBac Business Combination, prevailing market conditions, the time value of money, and the determination of the XPAC Board that it is very unlikely that XPAC would be able to complete an initial business combination with a target other than SuperBac before the Original Termination Date, the XPAC Board has determined that the Governing Documents Proposal is in the best interests of XPAC and its shareholders and recommends that you vote or give instruction to vote “FOR” the Governing Documents Proposal.

The Governing Documents Proposal includes an ordinary resolution that the approval of the Governing Document Proposal, Trust Amendment Proposal and Adjournment Proposal is intended to constitute the adoption of a plan of complete liquidation of XPAC for U.S. federal income tax purposes.

If the Governing Documents Proposal Is Not Approved

If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Governing Documents Proposal, XPAC may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Governing Documents Proposal. If the Adjournment Proposal is not approved by XPAC’s shareholders, the XPAC Board may not be able to adjourn the Shareholder Meeting to a later date or dates, or sine die, in the event that there are insufficient votes from the holders of Ordinary Shares at the time of the Shareholder Meeting to approve the Governing Documents Proposal.

If the Governing Documents Proposal is not approved at the Shareholder Meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association, XPAC will (i) on the Original Termination Date, cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of XPAC’s remaining shareholders after such redemption and the XPAC Board, liquidate and dissolve, subject in each case to XPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In addition, each of the Governing Documents Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. Due to this cross-conditionality, if the Governing Documents Proposal is not approved, the Voluntary Redemption will not be completed.

If the Governing Documents Proposal Is Approved

If the Governing Documents Proposal is approved and implemented, and because XPAC will not be able to complete an initial business combination by the Amended Termination Date, XPAC will (i) immediately after the Shareholder Meeting, cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible, complete the Voluntary Redemption; (iii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (after taking into account the Voluntary Redemption), including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), divided by the number of the then-outstanding Public Shares; and (iv) as promptly as reasonably possible following such redemption and subject to the approval of XPAC’s remaining shareholders after completion of the Post-Amendment Share Redemption and the XPAC Board, liquidate and dissolve, subject in each case to XPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. XPAC also plans to voluntarily delist the Class A Ordinary Shares, Public Warrants and Units from Nasdaq as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of Nasdaq and the Memorandum and Articles of Association, as amended.

However, pursuant to its Memorandum and Articles of Association, XPAC will not implement the Governing Documents Proposal if XPAC will not have at least $5,000,001 of net tangible assets upon its implementation of the Governing Documents Proposal, after taking into account the Voluntary Redemption.

In addition, if the Governing Documents Proposal is approved and implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to redeemed Public Shares in the Voluntary Redemption will reduce the amount remaining in the Trust Account and increase the percentage interest of XPAC held by XPAC’s officers, directors, the Sponsor and its affiliates.

Interests of the Sponsor and XPAC’s Directors and Officers

When you consider the recommendation of the XPAC Board, XPAC’s shareholders should be aware that aside from their interests as shareholders, the Sponsor and XPAC’s directors and officers have interests that differ from the interests of other shareholders generally. The XPAC Board was aware of and considered these interests, among other matters, in recommending to XPAC’s shareholders that they approve the Governing Documents Proposal. XPAC’s shareholders should take the following interests into account when deciding whether to approve the Governing Documents Proposal:

Redemption Rights

In connection with the approval of the Governing Documents Proposal, XPAC’s Public Shareholders may demand that XPAC redeem their Public Shares for a full pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable) (which, for illustrative purposes, was approximately $[●] per share as of [●], 2023, the Record Date for the Shareholder Meeting), calculated as of two business days prior to the Shareholder Meeting, regardless of whether they vote for or against, or whether they abstain from voting on, the Governing Documents Proposal. If a holder properly seeks redemption as described in this section and the Governing Documents Proposal is approved and implemented, XPAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), and the holder will no longer own these shares following the redemption. However, XPAC will not implement the Governing Documents Proposal if XPAC will not have at least $5,000,001 of net tangible assets following approval of the Governing Documents Proposal, after taking into account the Voluntary Redemption.

As a Public Shareholder, you will be entitled to receive cash for any Class A Ordinary Shares to be redeemed only if you:

(i)           hold Class A Ordinary Shares;

(ii)          submit a written request to Continental, the Transfer Agent, in which you request that XPAC redeem all or a portion of your Class A Ordinary Shares for cash; and

(iii)         tender your Class A Ordinary Shares by either delivering your share certificate (if any) and other redemption forms to the Transfer Agent or by delivering your Public Shares electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal At Custodian) system.

Holders who intend to exercise their redemption rights in connection with the Voluntary Redemption must complete the procedures for electing to redeem their Class A Ordinary Shares in the manner described above prior to [●] a.m., Eastern Time, on [●], 2023 (two business days before the Shareholder Meeting) in order for their shares to be redeemed.

If you hold your shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or delivered electronically. Shares of XPAC that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash in connection with the Voluntary Redemption. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (Deposit Withdrawal At Custodian) system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any request for Voluntary Redemption, once made by a Public Shareholder, may be withdrawn (with the consent of the XPAC Board (which it may do in whole or in part)) at any time up to [●] a.m., Eastern Time, on [●], 2023. If you deliver your shares for Voluntary Redemption to the Transfer Agent and later decide not to elect redemption, you may request before the Voluntary Redemption Withdrawal Deadline that XPAC instruct the Transfer Agent to return the shares (physically or electronically). We will be required to honor such request only if made prior to the Voluntary Redemption Withdrawal Deadline. After this time, a request for Voluntary Redemption may not be withdrawn unless the XPAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights in connection with the Voluntary Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connection with the Voluntary Redemption and, thereafter, prior to the Voluntary Redemption Withdrawal Deadline. No request for such redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent, prior to [●] a.m., Eastern Time, on [●], 2023 (two business days before the Shareholder Meeting).

If a Public Shareholder properly makes a request for Voluntary Redemption and the Class A Ordinary Shares are delivered as described above and the Governing Documents Proposal is approved and implemented, then, XPAC will redeem such Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), calculated as of two business days prior to the Shareholder Meeting. Prior to exercising redemption rights, shareholders should verify the market price of Class A Ordinary Shares as they may receive higher proceeds from the sale of their Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. XPAC cannot assure its shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its shares when its shareholders wish to sell their shares.

If a Public Shareholder exercises his, her or its redemption rights in connection with the Voluntary Redemption, then he, she or it will be exchanging his, her or its Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by delivering your share certificate (if any) and other redemption forms (either physically or electronically) to the Transfer Agent as described above and the Governing Documents Proposal is approved and implemented.

For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations for Redeeming Shareholders.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Vote Required for Approval

The approval of the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person, or represented by proxy, and entitled to vote thereon at the Shareholder Meeting. Abstentions and any broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Governing Documents Proposal. The Governing Documents Proposal is conditioned on the approval of the Trust Amendment Proposal.

In addition to the Ordinary Shares held by the Sponsor and XPAC’s independent directors, we would need (i) 12,810,660 (or 58.3%), assuming all issued and outstanding Ordinary Shares are voted, or (ii) 3,660,189 (or 16.7%), assuming only the minimum number of shares representing a quorum are voted, in each case of the 21,961,131 Public Shares outstanding as of the Record Date, to be voted in favor of the Governing Documents Proposal in order for the Governing Documents Proposal to be approved.

Full Text of the Resolutions

“RESOLVED, as a special resolution, that, conditional upon XPAC having net tangible assets of at least $5,000,0001 after giving effect to any share redemptions in connection with this resolution pursuant to the existing memorandum and articles of association of XPAC, the existing memorandum and articles of association of XPAC be and are hereby amended by:

“In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:”

and replacing it with the following:

“In the event that the Company does not consummate a Business Combination by [●], 2023, the Company shall:”; and

“within 24 months from the consummation of the IPO”

and replacing them with the words:

“by [●], 2023”; and

RESOLVED, an ordinary resolution, that the approval of the Governing Document Proposal, Trust Amendment Proposal and Adjournment Proposal is intended to constitute the adoption of a plan of complete liquidation of XPAC for U.S. federal income tax purposes.”

Recommendation of the XPAC Board

THE XPAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE GOVERNING DOCUMENTS PROPOSAL.

PROPOSAL NO. 2 — THE TRUST AMENDMENT PROPOSAL

Overview

On August 3, 2021, XPAC consummated the IPO of 20,000,000 Units. Each Unit consists of one XPAC Class A Ordinary Share and one-third of one XPAC public warrant. Each whole XPAC public warrant entitles the holder to purchase one XPAC Class A Ordinary Share at an exercise price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000. XPAC granted the underwriter of the IPO, a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On August 16, 2021, the underwriter of the IPO partially exercised the over-allotment option and, on August 19, 2021, purchased an additional 1,961,131 Units from XPAC, generating gross proceeds of $19,611,310. A total of $219,611,310, comprised of the proceeds from the IPO (including the partial exercise of the over-allotment option), was placed in the Trust Account.

Continental’s role as trustee of the Trust Account is subject to the terms and conditions of the Trust Agreement. The Trust Agreement currently provides that Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of, and only in accordance with, the applicable instruction letter delivered by XPAC in connection with either a closing of an initial business combination or XPAC’s inability to effect an initial business combination within the time frame specified in the Memorandum and Articles of Association or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by XPAC’s shareholders in accordance with the Memorandum and Articles of Association, if the aforementioned termination letter has not been received by Continental prior to such date. The Trust Agreement further provides that the provision described in the preceding sentence may not be modified, amended or deleted without the affirmative vote of 65% of the then outstanding Class A Ordinary Shares and Class B Ordinary Shares of XPAC, voting together as a single class.

Reasons for the Trust Amendment Proposal

We propose to amend the Trust Agreement, pursuant to an amendment to the Trust Agreement in the form set forth in the Annex to this proxy statement, to accelerate the date on which Continental must commence liquidation of the Trust Account to the Amended Termination Date, such that Continental shall commence liquidation of the Trust Account promptly upon the Amended Termination Date once the Trust Amendment Proposal is approved at the Shareholder Meeting.

After careful consideration of all relevant factors, including, but not limited to, the termination of the Proposed SuperBac Business Combination, prevailing market conditions, the time value of money, and the determination of the XPAC Board that it is very unlikely that XPAC would be able to complete an initial business combination with a target other than SuperBac before the Original Termination Date, the XPAC Board has determined that the Trust Amendment Proposal is in the best interests of XPAC and its shareholders and recommends that you vote or give instruction to vote “FOR” the Trust Amendment Proposal.

Consequences if the Trust Amendment Proposal Is Not Approved

If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Trust Amendment Proposal, XPAC may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Trust Amendment Proposal. If the Adjournment Proposal is not approved by XPAC’s shareholders, the XPAC Board may not be able to adjourn the Shareholder Meeting to a later date or dates, or sine die, in the event that there are insufficient votes from the holders of Ordinary Shares at the time of the Shareholder Meeting to approve the Trust Amendment Proposal.

If the Trust Amendment Proposal is not approved at the Shareholder Meeting or at any adjournment thereof or is not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by and in accordance with the Trust Agreement, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of, and only in accordance with, the applicable instruction letter delivered by XPAC in connection with XPAC’s inability to effect an initial business combination within the time frame specified in the Memorandum and Articles of Association or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by XPAC’s shareholders in accordance with the Memorandum and Articles of Association, if the aforementioned termination letter has not been received by Continental prior to such date.

In addition, each of the Trust Amendment Proposal and the Governing Documents Proposal is cross-conditioned on the approval of each other. Due to this cross-conditionality, if the Trust Amendment Proposal is not approved, the Voluntary Redemption will not be completed.

Interests of the Sponsor and XPAC’s Directors and Officers

When you consider the recommendation of the XPAC Board, XPAC’s shareholders should be aware that aside from their interests as shareholders, the Sponsor and XPAC’s directors and officers have interests that differ from the interests of other shareholders generally. The XPAC Board was aware of and considered these interests, among other matters, in recommending to XPAC’s shareholders that they approve the Trust Amendment Proposal. XPAC’s shareholders should take the following interests into account when deciding whether to approve the Trust Amendment Proposal:

Vote Required for Approval

The approval of the Trust Amendment Proposal requires, under the Trust Agreement, the affirmative vote of at least 65% of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class. The Trust Amendment Proposal is conditioned on the approval of the Governing Documents Proposal. Abstentions and any broker non-votes will be considered present for the purposes of establishing a quorum and will have the effect of a vote “AGAINST” the Trust Amendment Proposal.

In addition to the Ordinary Shares held by the Sponsor and XPAC’s independent directors, we would need 12,353,137 (or 56.3%) of the 21,961,131 Public Shares outstanding as of the Record Date, to be voted in favor of the Trust Amendment Proposal in order for the Trust Amendment Proposal to be approved.

Full Text of the Resolution

“RESOLVED, that, conditional upon the effectiveness of the Governing Documents Proposal, the amendment to the Investment Management Trust Agreement, dated as of June 29, 2021 (the “Trust Agreement”), by and between XPAC and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in the Annex to the accompanying proxy statement, to accelerate the date on which Continental must commence liquidation of the trust account established in connection with XPAC’s initial public offering to [●], 2023 be and is hereby authorized and approved.”

Recommendation of the XPAC Board

THE XPAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal asks shareholders to approve the adjournment of the Shareholder Meeting to a later date or dates, or sine die, if necessary, either (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Governing Documents Proposal and/or the Trust Amendment Proposal or (y) if the XPAC Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Governing Documents Proposal and/or the Trust Amendment Proposal. In either such event, XPAC will ask shareholders to vote only upon the Adjournment Proposal and not on the Governing Documents Proposal or the Trust Amendment Proposal.

Consequences if the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is not approved by XPAC’s shareholders, the XPAC Board may not be able to adjourn the Shareholder Meeting to a later date in the event, based on the tabulated votes, there are insufficient votes from the holders of Ordinary Shares to approve the Governing Documents Proposal and/or the Trust Amendment Proposal. In such event, the Governing Documents Proposal and/or the Trust Amendment Proposal would not be implemented.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. Abstentions and any broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore will have no effect on the approval of the Adjournment Proposal.

In addition to the Ordinary Shares held by the Sponsor and XPAC’s independent directors, we would need (i) 8,235,425 (or 37.5%), assuming all issued and outstanding Ordinary Shares are voted, or (ii) 1,372,572 (or 6.3%), assuming only the minimum number of shares representing a quorum are voted, in each case of the 21,961,131 Public Shares outstanding as of the Record Date, to be voted in favor of the Adjournment Proposal in order for the Adjournment Proposal to be approved.

Full Text of the Resolution

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, or sine die, and time and place, to be determined by the chairman of the extraordinary general meeting be and is hereby authorized and approved.”

Recommendation of the XPAC Board

THE XPAC BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR REDEEMING SHAREHOLDERS

The following discussion is a summary of certain material U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined below, and together, “Holders”) that have their Public Shares redeemed for cash, either pursuant to an exercise of redemption rights in connection with the Governing Documents Proposal or in connection with XPAC’s liquidation in the event the Governing Documents Proposal is approved, and the expiration of Public Warrants in such event. This section applies only to Holders that hold their Units or Public Shares and Public Warrants as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). For purposes of this discussion, because the components of a Unit are generally separable at the option of the holder, the holder of a Unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Public Share and public warrant components of the Unit, and the discussion below with respect to actual Holders of Public Shares and Public Warrants also should apply to holders of Units (as the deemed owners of the underlying Public Shares and Public Warrants that constitute the Units).

This discussion is limited to U.S. federal income tax considerations and does not address any estate or gift or other U.S. non-income tax considerations or considerations arising under the tax laws of any U.S. state or local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income, the special accounting rules under Section 451(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and the different consequences that may apply if you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:

If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Public Shares or Public Warrants, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Public Shares or Public Warrants and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Governing Documents Proposal.

This discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein.

XPAC has not sought, and does not intend to seek, any rulings from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax considerations described herein. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE REDEMPTION OF PUBLIC SHARES AND EXPIRATION OF PUBLIC WARRANTS AS A RESULT OF THE GOVERNING DOCUMENTS PROPOSAL. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE REDEMPTION OF PUBLIC SHARES AND EXPIRATION OF PUBLIC WARRANTS AS A RESULT OF THE GOVERNING DOCUMENTS PROPOSAL, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

U.S. Holders

As used herein, a “U.S. Holder” is a beneficial owner of a Public Share or Public Warrant who or that is, for U.S. federal income tax purposes:

Redemption of Public Shares

A U.S. Holder’s receipt of cash for its Public Shares pursuant to an exercise of redemption rights described in this proxy statement or in connection with XPAC’s liquidation is expected to be treated as a distribution to such holder in complete liquidation of XPAC for U.S. federal income tax purposes, with such distribution treated as a payment received in exchange for such Public Shares under Section 331 of the Code.

Under this treatment, subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the Public Shares redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Public Shares so disposed of exceeds one year. For these purposes, it is unclear whether the redemption rights with respect to the public shares described in this proxy statement may prevent the holding period of the public shares from commencing prior to the termination of such rights. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

U.S. Holders who hold different blocks of Public Shares (including as a result of holding different blocks of Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS DESCRIBED IN THIS PROXY STATEMENT OR IN CONNECTION WITH OUR LIQUIDATION, INCLUDING ANY SPECIAL REPORTING REQUIREMENTS.

Passive Foreign Investment Company Rules

Very generally, a foreign (i.e., non-U.S.) corporation will be a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year is passive income, or (ii) at least 50% of its assets in a taxable year (ordinarily, but subject to exceptions, determined based on fair market value and averaged quarterly over the year) are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.

Because XPAC is a blank check company with no current active business, based upon the composition of its income and assets, and upon a review of its financial statements, it is anticipated that XPAC was a PFIC for its taxable years ended December 31, 2021 and December 31, 2022, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).

For a U.S. Holder whose Public Shares are redeemed (a “Redeeming U.S. Holder”), if we are determined to be a PFIC and the Redeeming U.S. Holder did not make either a timely “qualified electing fund” (“QEF”) election with respect to its Public Shares for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) Public Shares or a timely “mark to market” election, in each case as described below, such Holder generally will be subject to special rules with respect to

any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its Public Shares.

Under these special rules,

In general, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares by making a timely QEF election (if eligible to do so) in the first year in which we were a PFIC that is included in such U.S. Holder’s holding period in respect of our shares to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

A Redeeming U.S. Holder’s ability to make a QEF Election with respect to XPAC is contingent upon, among other things, the provision by XPAC of a “PFIC Annual Information Statement” to such Redeeming U.S. Holder. There is no assurance, however, that we would timely provide such required information.

If a Redeeming U.S. Holder has made a QEF election with respect to our Public Shares, and the special tax and interest charge rules do not apply to such Public Shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such Public Shares, as described above), any gain recognized on the sale of our Public Shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata Public Shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s Public Shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning Public Shares in a QEF.

A determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held Public Shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our Public Shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such Public Shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such Public Shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. However, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our Public Shares, the PFIC rules discussed above will continue to apply to such Public Shares unless the holder makes a “purging election” and pays the tax and interest charge with respect to the gain inherent in such Public Shares attributable to the pre-QEF election period.

The impact of the PFIC rules on a Redeeming U.S. Holder may also depend on whether the Redeeming U.S. Holder has made a “mark to market” election under Section 1296 of the Code. Redeeming U.S. Holders that hold (directly or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market election”). No assurance can be given that the Public Shares are considered to be regularly traded for purposes of the mark-to-market election or whether the other requirements of this election are satisfied. If such an election is available and has been made for the first taxable year in which we were a PFIC and in which the U.S. Holder held our shares, such Redeeming U.S. Holders will generally not be subject to the special PFIC taxation rules discussed above as long as such shares continue to be treated as regularly traded on an established exchange. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Public Shares at the end of its taxable year over the adjusted basis in its Public Shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Public Shares over the fair market value of its Public Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its Public Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Public Shares will be treated as ordinary income. However, if the mark-to-market election is made by a Redeeming U.S. Holder after the beginning of the holding period for the PFIC stock, then the special PFIC taxation rules described above will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Public Shares.

A Redeeming U.S. Holder that owns (or is deemed to own) Public Shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.

THE APPLICATION OF THE PFIC RULES IS EXTREMELY COMPLEX. U.S. HOLDERS WHO ARE CONSIDERING PARTICIPATING IN THE REDEMPTION AND/OR SELLING, TRANSFERRING OR OTHERWISE DISPOSING OF THEIR PUBLIC SHARES SHOULD CONSULT WITH THEIR TAX ADVISORS CONCERNING THE APPLICATION OF THE PFIC RULES (INCLUDING WHETHER A QEF ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION) IN THEIR PARTICULAR CIRCUMSTANCES.

Expiration of a Public Warrant

If the Governing Documents Proposal is approved, the Public Warrants, which do not become exercisable unless XPAC completes an initial business combination, will expire worthless. In such case, a U.S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired warrants. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

As used herein, a “Non-U.S. Holder” is a beneficial owner of a Public Share or public warrant who is not a U.S. Holder.

Redemption of Public Shares

A Non-U.S. Holder’s receipt of cash for its Public Shares pursuant to an exercise of redemption rights described in this proxy statement or in connection with XPAC’s liquidation is expected to be treated as a distribution to such holder in complete liquidation of XPAC for U.S. federal income tax purposes, with such distribution treated as a payment received in exchange for such Public Shares under Section 331 of the Code. A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized as a result of the redemption of its Public Shares unless the gain is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. shareholder).

Expiration of a Public Warrant

If the Governing Documents Proposal is approved, the Public Warrants, which do not become exercisable unless XPAC completes an initial business combination, will expire worthless. In such case, a Non-U.S. Holder will generally recognize a capital loss equal to such holder’s tax basis in the expired warrants. Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on the expiration of their Public Warrants.

ALL NON-U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS DESCRIBED IN THIS PROXY STATEMENT OR IN CONNECTION WITH OUR LIQUIDATION, INCLUDING ANY SPECIAL REPORTING REQUIREMENTS.

Information Reporting and Backup Withholding

In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate U.S. Holder that:

A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its non-U.S. status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Any amount withheld under these rules will be creditable against the U.S. Holder’s or Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.

AS PREVIOUSLY NOTED ABOVE, THE FOREGOING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY SHAREHOLDER. XPAC ONCE AGAIN URGES YOU TO CONSULT WITH YOUR OWN TAX ADVISER TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU (INCLUDING THE APPLICATION AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL OR FOREIGN INCOME OR OTHER TAX LAWS) OF THE GOVERNING DOCUMENTS PROPOSAL.

BUSINESS OF XPAC AND CERTAIN INFORMATION ABOUT XPAC

General

We are a blank check company incorporated as an exempted company in the Cayman Islands on March 11, 2021 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination involving XPAC with one or more businesses or entities.

IPO and Private Placement

On August 3, 2021, we consummated our initial public offering of 20,000,000 Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. The Units sold in the offering were registered under the Securities Act of 1933, as amended, on a registration statement on Form S-1 (No. 333-256097). The SEC declared the registration statement effective on July 29, 2021. Concurrently with the IPO, we consummated the sale of an aggregate of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, to the Sponsor for an aggregate purchase price of $392,228.

XPAC granted the underwriter of the IPO a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On August 16, 2021, the underwriter of the IPO partially exercised the over-allotment option and, on August 19, 2021, purchased an additional 1,961,131 Units from XPAC, generating gross proceeds of $19,611,310. Simultaneously with the sale and issuance of the over-allotment Units, XPAC consummated the sale of an additional 261,485 Private Placement Warrants to the Sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $392,228.

A total of $219,611,310, comprised of the proceeds from the IPO (including the partial exercise of the over-allotment option), was placed in the Trust Account and were invested in U.S. government securities with a maturity of 185 days or less, or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government treasury obligations, until the earliest of: (i) the completion of a business combination and (ii) the distribution of the funds in the Trust Account to our shareholders.

Transaction costs amounted to approximately $7,686,396, including $5,380,477 of deferred underwriting commissions and $2,305,919 of deferred advisory fees.