UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 12, 2022 (December
3, 2022)
XPAC ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
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Cayman Islands |
001-40686 |
N/A |
| (State or other jurisdiction |
(Commission |
(I.R.S. Employer |
| of incorporation) |
File Number) |
Identification No.) |
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55 West 46th Street,
30th Floor |
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New York,
New York |
10036 |
| (Address of Principal Executive
Offices) |
(Zip Code) |
(646)
664-0501
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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x |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
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Units, each consisting of one Class A ordinary share and one-third
of one redeemable warrant |
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XPAXU |
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The Nasdaq Stock Market LLC |
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Class A ordinary shares, par value $0.0001 per
share |
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XPAX |
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The Nasdaq Stock Market LLC |
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Redeemable warrants, each whole warrant exercisable for one Class A
ordinary share at an exercise price of
$11.50 |
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XPAXW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
Item 7.01 Regulation FD Disclosure.
As previously disclosed in the Current Report on Form 8-K filed
with the Securities and Exchange Commission (the
“SEC”) on April 25, 2022, XPAC Acquisition Corp., an
exempted company limited by shares incorporated under the laws of
the Cayman Islands (“XPAC”) entered into a Business
Combination Agreement on April 25, 2022 (the “Business
Combination Agreement”) with (i) SUPERBAC PubCo Holdings
Inc., an exempted company limited by shares incorporated under the
laws of the Cayman Islands (“PubCo”), (ii) BAC1
Holdings Inc., an exempted company limited by shares incorporated
under the laws of the Cayman Islands and a direct wholly owned
subsidiary of PubCo (“Merger Sub 1”), (iii) BAC2
Holdings Inc., an exempted company limited by shares incorporated
under the laws of the Cayman Islands and a direct wholly owned
subsidiary of PubCo (“Merger Sub 2”), and (iv)
SuperBac Biotechnology Solutions S.A., a corporation incorporated
under the laws of Brazil (“SuperBac”) (the
transactions contemplated thereby, the “Business
Combination”). As contemplated by the Business Combination
Agreement, on November 7, 2022, Newco BAC Holdings, Inc., an
exempted company limited by shares incorporated under the laws of
the Cayman Islands (“Newco”) became a party to the
Business Combination Agreement by executing and delivering a
joinder to the Business Combination Agreement.
As previously disclosed in the Current Report on Form 8-K filed
with the SEC on December 2, 2022, XPAC, PubCo, Merger Sub 1, Merger
Sub 2, Newco and SuperBac, entered into the First Amendment
Agreement to the Business Combination Agreement (“Amendment
Agreement to the Business Combination Agreement”), pursuant
to which the parties thereto amended the Business Combination
Agreement to extend the date by which either XPAC or SuperBac can
terminate the Business Combination Agreement if the transactions
contemplated thereby have not been consummated by such date from
November 21, 2022 to January 31, 2023 (and if such date is not a
business day, then the next following business day).
SuperBac has convened an ordinary and extraordinary general meeting
of its shareholders to be held on December 19, 2022 (the
“December 2022 Shareholder Meeting”) for the purposes
of (i) approving in an ordinary general meeting of its
shareholders, SuperBac’s financial statements for the year ended
December 31, 2021 and the total remuneration of SuperBac’s
directors for the 2022 fiscal year, and (ii) approving in an
extraordinary general meeting of its shareholders, the entry into
of the Amendment Agreement to the Business Combination Agreement,
and the terms and conditions of a proposed issuance of
non-convertible debt by Superbac Indústria e Comércio de
Fertilizantes S.A. (a wholly-owned subsidiary of SuperBac)
(including the collateral and/or guarantees of such debt) in an
aggregate principal amount not to exceed the equivalent in
Brazilian reais of US$ 50.0 million.
SuperBac convened the December 2022 Shareholder Meeting pursuant to
a notice to its shareholders of such ordinary and extraordinary
general meeting dated December 2, 2022, which was first published
in a newspaper in Brazil in the Portuguese language on December 3,
2022 (the “Notice of Meeting”). An English
translation of the form of Notice of Meeting is furnished as
Exhibit 99.1 to this Current Report on Form 8-K, and the
description of the matters to be deliberated upon by SuperBac’s
shareholders in the December 2022 Shareholder Meeting set forth
above is qualified in its entirety by reference thereto.
Additional Information about the Proposed Business
Combination and Where to Find It
The proposed Business Combination will be submitted to the
shareholders of XPAC for their consideration. On July 11, 2022,
PubCo filed with the SEC a registration statement on Form F-4,
which registration statement was amended on September 21, 2022 and
December 2, 2022 (as amended from time to time, the
“Registration Statement”). The Registration Statement
includes a preliminary proxy statement to be distributed to XPAC’s
shareholders in connection with XPAC’s solicitation for proxies for
the vote by XPAC’s shareholders in connection with the proposed
Business Combination and other matters as described in the
Registration Statement, and a preliminary prospectus relating to
the offer of the securities to be issued in connection with the
completion of the proposed Business Combination. After the
Registration Statement has been declared effective, XPAC will mail
a definitive proxy statement/prospectus and other relevant
documents to its shareholders as of the record date established for
voting on the proposed Business Combination. XPAC’s shareholders
and other interested persons are advised to read the preliminary
proxy statement/prospectus and any amendments thereto and, once
available, the definitive proxy statement/prospectus, and documents incorporated by reference therein
filed in connection with XPAC’s solicitation of proxies for
its special meeting of shareholders to be held to approve, among
other things, the proposed Business Combination, because these
documents do and will contain important information about XPAC,
SuperBac and PubCo and the proposed Business Combination.
Shareholders may also obtain a copy of the preliminary proxy
statement/prospectus and, once available, the definitive proxy
statement/prospectus, as well as other documents filed with the SEC
regarding the proposed Business Combination and other documents
filed with the SEC by XPAC, without charge, at the SEC’s website
located at www.sec.gov or by written request sent to 55 West 46th
Street, 30th Floor, New York, NY 10036.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS
ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
XPAC, SuperBac, PubCo and certain of their respective directors,
executive officers and other members of management, employees and
consultants may, under SEC rules, be deemed to be participants in
the solicitations of proxies from XPAC’s shareholders in connection
with the proposed Business Combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of XPAC’s shareholders in connection with the proposed
Business Combination are set forth in the preliminary proxy
statement/prospectus which forms part of the Registration
Statement. You can find more information about XPAC’s directors and
executive officers and their respective interests in XPAC in XPAC’s
final prospectus that forms a part of XPAC’s Registration Statement
on Form S-1 (Reg No. 333-256097), filed with the SEC pursuant to
Rule 424(b)(4) on August 2, 2021 (the “Prospectus”).
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests are included in the preliminary proxy
statement/prospectus which forms part of the Registration
Statement. Shareholders, potential investors and other interested
persons should read the definitive proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This communication relates to a potential financing through a
private placement of common stock of a newly formed holding company
to be issued in connection with the transaction. This communication
shall not constitute a “solicitation” as defined in Section 14 of
the Securities Exchange Act of 1934, as amended. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, as amended,
or an applicable exemption from the registration requirements
thereof.
Forward-Looking Statements
The information in this communication includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of
1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target”,
“may”, “predict”, “should”,
“would”, “potential”, “seem”, “future”, “outlook” or other
similar expressions (or
negative versions of such words or expressions) that predict
or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding XPAC’s, SuperBac’s, and
PubCo’s estimates and forecasts of financial and performance
metrics, projections of market opportunity and market share,
expectations and timing related to product development,
commercialization, commercial models, business growth and
expansion, as well as discussion of SuperBac’s business plan in
general, potential benefits of the transaction, potential
financings to be obtained by SuperBac in the ordinary course of
business or any equity or debt financings to be obtained in
connection with the Business Combination and the satisfaction of
conditions to closing of the Business Combination, including the
Minimum Cash Condition. These statements are based on various
assumptions, whether or not identified in this communication, and
on the current expectations of XPAC’s, SuperBac’s and PubCo’s
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions, and
such differences may be material. Many actual events and
circumstances are beyond the control of XPAC, SuperBac and
PubCo.
These forward-looking statements are subject to a number of risks
and uncertainties, including those factors discussed in the
Prospectus, and XPAC’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021,
which was filed with the SEC on March 30, 2022, as amended by an
amendment filed with the SEC on September 9, 2022, in each
case, under the heading “Risk Factors,” and other documents that XPAC has filed,
or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
XPAC, SuperBac and PubCo do not presently know or that XPAC,
SuperBac, and PubCo do not currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect XPAC’s, SuperBac’s, and PubCo’s expectations,
plans or forecasts of future events and views as of the date of
this communication. XPAC, SuperBac, and PubCo anticipate that
subsequent events and developments will cause XPAC’s, SuperBac’s,
and PubCo’s assessments to change. However, while XPAC, SuperBac
and PubCo may elect to update these forward-looking statements at
some point in the future, XPAC, SuperBac and PubCo specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing XPAC’s, SuperBac’s or
PubCo’s assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Date: December 12, 2022
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XPAC ACQUISITION CORP. |
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By: |
/s/ Chu Chiu Kong |
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Chu Chiu Kong |
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Chief Executive Officer and Chairman of the Board of Directors |
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