Statement of Ownership (sc 13g)
15 February 2023 - 07:01AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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XPAC Acquisition Corporation
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(Name of Issuer) |
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Class A ordinary shares, par value $0.0001 per share
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(Title of Class of Securities) |
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G9831X106
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(CUSIP Number) |
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which
this Schedule is filed: |
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 8 Pages) |
______________________________
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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1 |
NAME OF
REPORTING PERSON
Glazer Capital, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
2,181,000
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
2,181,000
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,000
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.93%
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12 |
TYPE OF
REPORTING PERSON
IA, OO
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1 |
NAME OF
REPORTING PERSON
Paul J. Glazer
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE
VOTING POWER
0
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6 |
SHARED
VOTING POWER
2,181,000
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7 |
SOLE
DISPOSITIVE POWER
0
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8 |
SHARED
DISPOSITIVE POWER
2,181,000
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,000
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.93%
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12 |
TYPE OF
REPORTING PERSON
IN
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Item 1(a). |
NAME OF ISSUER: |
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The name of the issuer is XPAC Acquisition Corporation (the
"Company"). |
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Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Company's principal executive offices are located at 55 West
46th Street, 30th Floor, New York, New York 10036. |
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Item 2(a). |
NAME OF PERSON FILING: |
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This statement is filed by: |
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(i) |
Glazer Capital, LLC, a Delaware limited liability company
("Glazer Capital"), with respect to the shares of Common
Stock (as defined in Item 2(d)) held by certain funds and managed
accounts to which Glazer Capital serves as investment manager
(collectively, the "Glazer Funds"); and |
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(ii) |
Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the
Managing Member of Glazer Capital, with respect to the shares of
Common Stock held by the Glazer Funds. |
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The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." |
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The filing of this statement should not be construed as an
admission that any of the Reporting Persons is, for the purposes of
Section 13 of the Act, the beneficial owner of the shares of Common
Stock reported herein. |
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Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: |
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The address of the business office of each of the Reporting Persons
is 250 West 55th Street, Suite 30A, New York, New York
10019. |
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Item 2(c). |
CITIZENSHIP: |
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Glazer Capital is a Delaware limited liability
company. Mr. Glazer is a United States citizen. |
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Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Class A ordinary shares, par value $0.0001 per share |
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Item 2(e). |
CUSIP NUMBER: |
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G9831X106 |
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Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o); |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c);
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(d) |
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Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
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(e) |
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f) |
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Employee benefit plan or endowment fund in accordance with
Rule
13d-1(b)(1)(ii)(F);
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(g) |
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Parent holding company or control person in accordance with
Rule
13d-1(b)(1)(ii)(G);
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(h) |
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Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i) |
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Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3);
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(j) |
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Non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J);
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(k) |
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item 4. |
OWNERSHIP |
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The information
required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the
cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person. |
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The percentages
set forth in Row (11) of the cover page for each Reporting Person
and elsewhere in this Schedule 13G are based on the 21,961,131
shares of Class A ordinary shares, par value $0.0001 per share
outstanding as of November 10, 2022, as reported in the Company's
Form 10-Q filing on November 10, 2022. |
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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Not
applicable. |
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Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. |
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See Item 2.
Glazer Enhanced Offshore Fund, Ltd, a Glazer Fund, has the right to
receive or the power to direct the receipt of the proceeds from the
sale of more than 5% of the shares of common stock
outstanding. |
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Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. |
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Not
applicable. |
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Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP. |
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Not
applicable. |
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Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not
applicable. |
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Each of the Reporting Persons hereby makes the following
certification: |
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By signing
below each Reporting Person certifies that, to the best of its or
his knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect. |
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge
and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DATE: February 14, 2023
| GLAZER CAPITAL, LLC |
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| By: /s/ Paul J.
Glazer |
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| Name: Paul J. Glazer |
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| Title: Managing Member |
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| /s/ Paul J. Glazer |
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| PAUL J. GLAZER |
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EXHIBIT I
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
DATED as of February 14, 2023
| GLAZER CAPITAL, LLC |
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| By: /s/ Paul J.
Glazer |
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| Name: Paul J. Glazer |
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| Title: Managing Member |
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| /s/ Paul J. Glazer |
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| PAUL J. GLAZER |
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