Item 1.01 Entry into a Material Definitive Agreement.
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, 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).
Second Amendment Agreement to the Business Combination Agreement
On February 9, 2023, XPAC, PubCo, Merger Sub 1, Merger Sub 2, Newco and
SuperBac, entered into the Second Amendment Agreement to the Business
Combination Agreement ("Second 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 January 31, 2023 to February
28, 2023 (and if such date is not a business day, then the next following
business day).The Second Amendment Agreement to the Business Combination
Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the
foregoing description of the Second Amendment Agreement to the Business
Combination Agreement 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, December 2, 2022 and February 9, 2023 (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 (i) the Prospectus, (ii)
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, (iii) XPAC's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2022, which was filed with the SEC on
May 13, 2022, and (iv) XPAC's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2022, which was filed with the SEC on August 22, 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.
Exhibit
No. Description of Exhibits
2.1 Second Amendment Agreement to the Business Combination Agreement, dated
as of February 9, 2023, by and among XPAC, PubCo, Merger Sub 1, Merger Sub
2, Newco and SuperBac
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