Item 1.01 Entry into a Material Definitive Agreement.

Shareholder Joinder Agreements

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"), pursuant to which XPAC agreed to combine with SuperBac in a series of transactions that would result in PubCo becoming a publicly traded company and listed on the Nasdaq, with PubCo indirectly owning no less than ninety-five percent (95%) of the equity interests in SuperBac (on a fully-diluted basis).





Lock-up Joinder Agreement

As contemplated by the Business Combination Agreement, and as previously disclosed in XPAC's Current Report on Form 8-K filed with the SEC on April 25, 2022, certain SuperBac shareholders entered into a lock-up agreement on April 25, 2022 (the "Lock-up Agreement").

On May 26, 2022, one additional SuperBac shareholder holding approximately 0.4% of the outstanding share capital of SuperBac entered into a joinder agreement (the "Lock-up Joinder Agreement") with XPAC, by which such SuperBac shareholder agreed to be bound by the provisions of the Lock-Up Agreement applicable to an Equity Holder (as defined in the Lock-up Agreement), which would subject such SuperBac shareholder to a lock-up period of six months from closing of the business combination. The form of Lock-up Joinder Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the Lock-up Joinder Agreement is qualified in its entirety by reference thereto.





Investment Agreement Joinder

As contemplated by the Business Combination Agreement, and as previously contemplated in XPAC's Current Report on Form 8-K filed with the SEC on April 25, 2022, SuperBac and certain SuperBac shareholders entered into an investment agreement on April 26, 2022 (the "Investment Agreement"), pursuant to which, among other things, (i) all such shareholders of SuperBac other than the Founder have agreed to, directly or indirectly, contribute their SuperBac shares into an exempted company incorporated with limited liability in the Cayman Islands to be formed by SuperBac ("Newco") in exchange for newly issued Class A ordinary shares of Newco, and (ii) the Founder has agreed to, directly or indirectly, contribute his SuperBac shares into Newco in exchange for newly issued Class B ordinary shares of Newco, in each case, as and to the extent contemplated by the Investment Agreement

On May 26, 2022, one additional SuperBac shareholder holding approximately 0.4% of the outstanding share capital of SuperBac entered into a joinder agreement (the "Investment Agreement Joinder") with SuperBac, and XPAC, by which such SuperBac shareholder agreed to become a party, to be bound by, and to comply with the Investment Agreement as an Equity Holder in the same manner as if he was an original signatory to the Investment Agreement. The form of Investment Agreement Joinder is filed as Exhibit 10.2 to this Current Report on Form 8-K and the foregoing description of the Investment Agreement Joinder is qualified in its entirety by reference thereto.

Item 7.01 Regulation FD Disclosure.

The information in this Item 7.01, including Exhibit 99.1, 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 of 1933, as amended, or under the Exchange Act, regardless of any general incorporation language in such filings.

SuperBac is required by applicable law to file the minutes of the SuperBac May 2022 General Meeting (as defined below) with the Board of Trade of the State of São Paulo (the "Board of Trade"). In due course, the Board of Trade is expected to publish the minutes of the SuperBac May 2020 General Meeting in the original Portuguese language, and an English translation of such minutes is furnished as Exhibit 99.1 to this Current Report on Form 8-K.




Item 8.01 Other Events.

Consummation of the transactions contemplated by the Business Combination Agreement (the "Transactions") is subject to customary closing conditions. One of such conditions was satisfied on May 12, 2022, when SuperBac held an extraordinary general meeting of shareholders (the "SuperBac May 2022 General Meeting"), in which SuperBac's shareholders voted on the following proposals, each of which was unanimously approved: (i) the adoption of the Business Combination Agreement, of other Transaction documents to which SuperBac is a party and the consummation of the Transactions contemplated by the Business Combination Agreement, and (ii) the execution, by SuperBac, of amendments to certain stock option agreements previously approved by SuperBac's board of directors on August 25, 2021.

For the avoidance of doubt, the Business Combination Agreement also contains other closing conditions, including the approval of other matters by the shareholders of SuperBac, which remain to be satisfied in due course.

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 two months from the date of the Business Combination Agreement. 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 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, 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 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.



Exhibit No.       Description of Exhibits
  10.1              Form of Lock-up Joinder Agreement
  10.2              Form of Investment Agreement Joinder
  99.1              Form of the Minutes of SuperBac's General Meeting, dated as
                  of May 12, 2022 (English translation)
104               Cover Page Interactive Data File (embedded within the Inline
                  XBRL document)

* Certain 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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