QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETING
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to XPAC shareholders. Shareholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be held on July 27, 2023, at 9.30 a.m., Eastern Time. The Shareholder Meeting will be held at the offices of XPAC located at 55 West 46 Street, 30th Floor, New York, NY 10036, United States, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. You can participate in the meeting, vote, and submit questions via live webcast and you are able to vote prior to the Shareholder Meeting, in each case by visiting https://www.cstproxy.com/xpacaquisition/2023.
Q:
Why am I receiving this proxy statement?
A:
XPAC is a blank check company incorporated as a Cayman Islands exempted company on March 11, 2021. XPAC was incorporated 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.
Following the closing of XPAC’s initial public offering (the “IPO”) on August 3, 2021 and the partial exercise of the underwriter’s, over-allotment option on August 16, 2021, and the respective concurrent sales of private placement warrants to the Sponsor (the “Private Placement Warrants”), after deducting the underwriting discounts and commissions and IPO expenses, $219,611,310 of the net proceeds from our IPO and certain of the proceeds from the sale of the Private Placement Warrants was placed in a trust account established at the consummation of the IPO that holds the proceeds of the IPO (the “Trust Account”).
Like most blank check companies, XPAC’s Articles provide for the return of the IPO proceeds held in the Trust Account to the holders of Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares” or the “Public Shares”) sold in the IPO if there is no qualifying Business Combination is consummated within 24 months after the date of the closing of the IPO (i.e., by August 3, 2023).
Without the Extension Amendment, XPAC believes that it will not be able to consummate a Business Combination on or before August 3, 2023. The Board believes that it is in the best interests of XPAC’s shareholders to continue XPAC’s existence until August 3, 2024 (the date which is 36 months from the closing date of the XPAC’s IPO), if necessary, in order to allow XPAC additional time to consummate a Business Combination and is therefore holding this Shareholder Meeting.
On July 10, 2023, the New Sponsor, XPAC and the Sponsor entered into a Purchase and Sponsor Handover Agreement. Consummation of the Sponsor Handover contemplated thereby is conditional on, among other things, approval of the Extension Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal. If the Sponsor Handover is consummated, the Sponsor expects that new Board members and a new management team for XPAC would be appointed by the existing Board and the existing Board members and the existing management team would resign, which would be effective upon consummation of the Sponsor Handover or as soon as possible thereafter. See “What is the Sponsor Handover?” and “Am I being asked to vote on a proposal to elect directors?” below.
Q:
When and where will the Shareholder Meeting be held?
A:
The Shareholder Meeting will be held on July 27, 2023, at 9.30 a.m., Eastern Time, at the offices of XPAC located at 55 West 46 Street, 30th Floor, New York, NY 10036, United States, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.