Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
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 (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 the Federative Republic of Brazil
("SuperBac").
Pursuant to the Business Combination Agreement, the parties thereto have agreed
that, on the terms and subject to the conditions set forth therein: (i) prior to
the Initial Closing Date (as defined in the Business Combination Agreement),
SuperBac will cause to be formed an exempted company incorporated with limited
liability in the Cayman Islands ("Newco") that will join as a party to the
Business Combination Agreement, and certain SuperBac shareholders will, directly
or indirectly, contribute their SuperBac shares into Newco in exchange for
ordinary shares of Newco, (ii) on the Initial Closing Date, XPAC will merge with
and into Merger Sub 1, with Merger Sub 1 being the surviving entity (the
"Initial Merger"), and (iii) on the first business day following the Initial
Merger, Merger Sub 2 will merge with and into Newco (the "Acquisition Merger"
and together with the Initial Merger, the "Mergers"), with Newco being the
surviving entity and becoming a wholly owned subsidiary of PubCo. Pursuant to
the transactions contemplated by the Business Combination Agreement, upon
completion of the Mergers, SuperBac will become an indirect subsidiary of PubCo,
with PubCo indirectly owning no less than ninety-five percent (95%) of the
equity interests in SuperBac.
As a result of the Acquisition Merger, among other things: (i) each Class A
ordinary share of Newco issued and outstanding will automatically be cancelled
and cease to exist in exchange for the right to receive such number or fraction
of a newly issued Class A ordinary share of PubCo that is equal to the quotient
obtained by dividing the Per Share Merger Equity Consideration Value (as defined
in the Business Combination Agreement) by $10.00 ("Share Exchange Ratio"),
without interest, subject to rounding, (ii) each Class B ordinary share of Newco
issued and outstanding will automatically be cancelled and cease to exist in
exchange for the right to receive such number or fraction of a newly issued
Class B ordinary share of PubCo that is equal to the Share Exchange Ratio,
without interest, subject to rounding, and (iii) each unvested option to
purchase shares of SuperBac under the Company ESOPs (as defined in the Business
Combination Agreement) shall automatically be vested and, together with each
outstanding vested option to purchase shares of SuperBac under the Company
ESOPs, all such vested options will be "net exercised" in full and the resultant
number of shares of SuperBac will be converted into a number of Class A ordinary
shares of PubCo determined in accordance with the quotient obtained by dividing
the Per Option Conversion Value (as defined in the Business Combination
Agreement) by $10.00.
The Per Share Merger Equity Consideration Value is defined in the Business
Combination Agreement and is based on a $10.00 per share price and an
Acquisition Closing Equity Value of $316,950,513.46 (to be adjusted downwards by
the Company Reorganization Payments, the Sponsor Final Promote Amount, any
Excess of Company Transaction Expenses and any Excess of Permitted Indebtedness,
each as defined in the Business Combination Agreement, as well as the proportion
of SuperBac shareholders that do not contribute their SuperBac shares into
Newco).
Upon closing of the business combination as contemplated by the Business
Combination Agreement ("Closing"), PubCo is expected to become publicly traded
and listed on Nasdaq.
The Mergers and each of the other transactions contemplated by the Business
Combination Agreement or any of the other Transaction Documents (as defined in
the Business Combination Agreement) (the "Transactions") have been unanimously
approved by XPAC's board of directors, which has unanimously determined to
recommend that the shareholders of XPAC vote to approve the Business Combination
Agreement and Transactions. The Mergers and the Transactions have also been
approved by SuperBac's board of directors, and SuperBac will hold a meeting of
its shareholders within 20 days of the date hereof to obtain shareholder
approval of the Mergers and the Transactions.
PubCo Ownership and Management Following the Business Combination
Upon completion of the business combination (i) the existing shareholders of
SuperBac are expected to own approximately 45% of the total share capital of
PubCo (which includes approximately 19% to be held by Temasek (being Sommerville
Investments B.V., Orjen Investments Pte. Ltd. and any of their respective
affiliates), (ii) XPAC's existing public shareholders are expected to own
approximately 44% of the total share capital of PubCo, and (iii) XPAC Sponsor
LLC, a Cayman Islands limited liability company (the "Sponsor") (which is wholly
owned by XP Inc.) is expected to own approximately 11% of the total share
capital of PubCo, assuming no redemptions from XPAC's existing public
shareholders and assuming no equity or debt financings being entered in
connection with the business combination.
In connection with the business combination, PubCo will adopt a dual-class share
structure pursuant to which all shareholders of PubCo other than Luiz Chacon,
SuperBac's founder and CEO (together with his controlled shareholding vehicles
and permitted transferees, the "Founder"), will receive Class A ordinary shares
entitled to one vote per share, and the Founder will receive Class B ordinary
shares entitled to 10 votes per share. Assuming no redemptions from XPAC's
existing public shareholders, upon completion of the business combination, the
Founder is expected to hold at least a majority of the voting rights in PubCo.
Upon closing of the Mergers, PubCo's board of directors will consist of seven
directors. The initial composition of PubCo's board of directors will be
(i) five individuals to be designated by the Founder (one such director being
Luiz Augusto Chacon de Freitas Filho, and at least two such directors being
independent directors), and (ii) two individuals to be designated by the Sponsor
(one such director being an independent director). PubCo's memorandum and
articles of association that will be in effect upon the closing of the Mergers
(the "PubCo Articles") will provide that the Founder shall have the right to
increase the total number of directors on PubCo's board of directors from seven
to nine and to subsequently decrease such number from nine to seven. The PubCo
Articles also include rights for the Founder and the Sponsor to appoint
specified numbers of directors if their ownership of PubCo shares is above
certain specified thresholds. For so long as the Founder owns at least 25% of
the voting power of PubCo's outstanding share capital, the Founder will be
entitled to nominate a majority of the designees to PubCo's board of directors,
as set out in the PubCo Articles. The PubCo Articles are contained within an
exhibit to the Business Combination Agreement, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K.
The directors of PubCo will include Luiz Augusto Chacon de Freitas Filho (as
Chairman of the board of directors) and other directors to be appointed in due
course by the Founder and the Sponsor pursuant to the Business Combination
Agreement. PubCo's executive team upon Closing is expected to be comprised of
Luiz Augusto Chacon de Freitas Filho as President and Chief Executive Officer;
Mozart Fogaça Júnior as Vice President; Wilson Ernesto da Silva as Chief
Financial Officer; and Giuliano Pauli as Operations Director.
Representations and Warranties
The Business Combination Agreement contains representations and warranties given
by the parties thereto that are customary for transactions of this nature,
including with respect to, among other things (i) corporate matters, including
organization, existence and standing, (ii) authority and binding effect relative
to execution and delivery of the Business Combination Agreement and other
ancillary agreements, (iii) consents and no conflict, (iv) compliance with laws,
and (v) certain business and financial matters. The representations and
warranties of the respective parties to the Business Combination Agreement will
not survive the Closing.
Covenants
The Business Combination Agreement includes customary covenants of the parties
thereto with respect to operation of their respective businesses prior to
Closing. The Business Combination Agreement contains additional covenants of the
parties thereto, including, among others: (i) covenants providing that certain
of the parties to the Business Combination Agreement shall cooperate with
respect to the proxy statement to be filed with the U.S. Securities and Exchange
Commission (the "SEC") in connection with the Business Combination Agreement,
(ii) covenant of XPAC to convene a meeting of XPAC's shareholders and to solicit
. . .
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3, is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filing of XPAC under Securities
Act or the Exchange Act, regardless of any general incorporation language in
such filings.
On April 25, 2022, XPAC and SuperBac issued a joint press release announcing the
execution of the Business Combination Agreement and the Transactions
contemplated thereby. The press release is furnished as Exhibit 99.1 to this
Current Report.
An investor presentation that XPAC and SuperBac have prepared for use in
connection with the business combination is furnished as Exhibit 99.2 to this
Current Report.
The form of notice to the shareholders of SuperBac for the extraordinary general
meeting of SuperBac for the purposes of seeking the approval of the shareholders
of SuperBac for the Business Combination Agreement is furnished as Exhibit 99.3
to this Current Report.
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. It is expected that PubCo will file a registration
statement on Form F-4 (the "Registration Statement") with the SEC within the
next two months. The Registration Statement will include preliminary and
definitive proxy statements 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, as well as the 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 filed and declared effective, XPAC will mail a definitive
proxy statement 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, once available,
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 will
contain important information about XPAC, SuperBac and PubCo and the proposed
business combination. Shareholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, 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 will be set forth in XPAC's proxy statement /
prospectus when it is filed with the SEC. 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 will be included in the proxy statement / prospectus when it
becomes available. Shareholders, potential investors and other interested
persons should read the 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 press release,
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, 2021, 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 press
release. 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 press release.
Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
2.1 Business Combination Agreement, dated as of April 25, 2022, by
and among PubCo, XPAC, Merger Sub 1, Merger Sub 2, and
SuperBac*
10.1 Sponsor Support Agreement, dated as of April 25, 2022, by and
among SuperBac, XPAC, PubCo and the Sponsor
10.2 Voting and Support Agreement dated as of April 25, 2022, by and
among SuperBac, PubCo, XPAC and the Existing Company
Shareholders*
10.3 Lock-up Agreement dated as of April 25, 2022, by and among the
Existing Company Shareholders
10.4 Form of Investment Agreement*
10.5 Form of Registration Rights Agreement
10.6 Form of Assignment, Assumption and Amendment Agreement
99.1 Joint Press Release, dated as of April 25, 2022.
99.2 Investor Presentation
99.3 Notice to Shareholders of Extraordinary General Meeting of
SuperBac (English translation)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits and schedules to these exhibits have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. XPAC agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the SEC upon its
request.
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