shares for $11.50 per share. The Units were sold at a price of
$10.00 per Unit, generating gross proceeds of $200,000,000. We
granted the underwriter a 45-day option to purchase up to 3,000,000
additional Units solely to cover over-allotments.
Simultaneously with the consummation of our Initial Public
Offering, we completed the Private Placement of 4,000,000 Private
Warrants to XPAC Sponsor, LLC, our Sponsor, at a purchase price of
$1.50 per warrant, generating gross proceeds of $6,000,000. The
proceeds from the sale of the Private Warrants were added to the
net proceeds from the Initial Public Offering held in the Trust
On August 16, 2021, the underwriter partially exercised the
over-allotment option and on August 19, 2021, purchased an
additional 1,961,131 Units (the “Over-Allotment Units”) at $10.00
per Unit, generating additional gross proceeds of $19,611,310. In
addition, we issued 261,485 Private Warrants to the Sponsor.
If we do not complete our initial Business Combination within
24 months from the closing of our Initial Public Offering, the
proceeds from the sale of the Private Warrants will be used to fund
the redemption of the Public Shares (subject to the requirements of
applicable law) and the Private Warrants will expire worthless.
Following the closing of our Initial Public Offering, $219,611,310
($10.00 per Unit) from the net proceeds of the sale of the
Units in the Initial Public Offering and the sale of the Private
Warrants were placed in the Trust Account established for the
benefit of our Public Shareholders. The Trust Account is invested
in interest-bearing U.S. government securities and the income
earned on those investments is also for the benefit of our Public
Our management has broad discretion with respect to the specific
application of the net proceeds of Initial Public Offering and the
Private Placement, although substantially all of the net proceeds
are intended to be applied generally towards consummating a
On February 7, 2022, we borrowed $215,588 under the promissory note
issued by our Sponsor. As a result, we had $300,000 outstanding
under the promissory note as of the date of this Annual Report.
Results of Operations
We have neither engaged in any significant business operations nor
generated any revenues to date. All activities to date relate to
our formation and Initial Public Offering and since then to the
search for a target business. We will not generate any operating
revenues until after the completion of our Business Combination, at
the earliest. We will generate non-operating income in the form of
interest income from the proceeds derived from our Initial Public
Offering and will recognize other income and expense related to the
change in fair value of our warrant liabilities. We incur expenses
as a result of being a public company for legal, financial
reporting, accounting and auditing compliance, as well as for due
diligence expenses. We have selected December 31 as our
fiscal year end.
For the period from March 11, 2021 (inception) through
December 31, 2021, we had a net income of $5,339,595, which
consisted of a $7,862,415 gain on the fair value of warrant
liabilities and a $6,421 gain on investments held in the Trust
Account, offset by $2,009,696 in operating, general and
administrative expenses, $519,498 in offering expenses allocated to
warrant issuance incurred and a $47 foreign exchange loss.
Liquidity and Capital Resources
As of December 31, 2021, we had cash outside the Trust Account
of $352,190, available for working capital needs. All remaining
cash was held in the Trust Account and is generally unavailable for
our use, prior to our initial Business Combination.
On August 3, 2021, we completed the sale of 20,000,000 Units
at $10.00 per Unit, generating gross proceeds of $200,000,000.
Simultaneous with the closing of our Initial Public Offering, we
completed the sale of 4,000,000 Private Warrants at a price of
$1.50 per Private Unit in a private placement to XPAC Sponsor, LLC,
generating gross proceeds of $6,000,000.