Item
7.01 Regulation FD Disclosure.
The information in this Item 7.01 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 the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless
of any general incorporation language in such filings.
The amended and restated memorandum
and articles of association of XPAC (as amended and restated and amended from time to time, the “Memorandum and Articles”)
currently provide that XPAC has until August 3, 2023 (the “Original Termination Date”) to complete its initial business
combination and, if XPAC does not complete an initial business combination by the Original Termination Date, XPAC will (i) cease all operations,
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete
the redemption of all issued and outstanding Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”)
issued in XPAC’s initial public offering (the “IPO”) (the “Public Shares”) originally offered
together with redeemable warrants (“Public Warrants”) as units (the “Units”) in the IPO, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the
“Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to XPAC
(less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable),
divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish the rights of the holders of
Public Shares as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption and subject to the approval of XPAC’s then remaining shareholders and XPAC’s board of directors
(the “XPAC Board”), liquidate and dissolve, subject in each case to XPAC’s obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law.
In connection with the
termination of the Business Combination, on May 3, 2023, the XPAC Board held a video conference meeting that was also attended by XPAC’s management team. In that meeting, the XPAC Board: (i) resolved to approve
the entry into of the Termination Agreement by XPAC; (ii) determined that it is very unlikely that XPAC would able to complete an
initial business combination with a target other than SuperBac before the Original Termination Date; (iii) determined that it is in
the best interests of XPAC and its shareholders to accelerate the Original Termination Date to a date to be determined in due course
(the “Amended Termination Date”); and (iv) resolved that XPAC take all actions that are necessary and advisable
in order to convene an extraordinary general meeting of XPAC’s shareholders (an “Extraordinary General
Meeting”) in order to consider and vote upon, among other matters:
| (a) | a governing documents proposal to amend the Memorandum and Articles to accelerate the date by which XPAC
must cease all operations, except for the purpose of winding up, if it fails to complete a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business combination involving XPAC with one or more businesses or entities, which
we refer to as our initial business combination, from the Original Termination Date to the Amended Termination Date; and |
| (b) | a trust amendment proposal to amend the Investment Management Trust Agreement, dated as of June 29, 2021
(the “Trust Agreement”), by and between XPAC and Continental Stock Transfer & Trust Company, a New York limited
purpose trust company, as trustee (“Continental”), pursuant to an amendment to the Trust Agreement to accelerate the
date on which Continental must commence liquidation of the Trust Account to the Amended Termination Date, |
together, the “Accelerated Termination
Shareholder Matters”.
If the Accelerated Termination
Shareholder Matters are approved by XPAC’s shareholders in an Extraordinary General Meeting expected to be held in due course and
are implemented, and because XPAC would not be able to complete an initial business combination by the Amended Termination Date, XPAC
would (i) immediately after the Extraordinary General Meeting, cease all operations, except for the purpose of winding up; (ii) as promptly
as reasonably possible, complete the redemption of the Public Shares held by shareholders who elect to redeem all or a portion of their
Public Shares in exchange for their pro rata portion of the funds held in the Trust Account in connection with the approval of the
Accelerated Termination Shareholder Matters (the “Voluntary Redemption”); (iii) as promptly as reasonably possible
but not more than ten business days thereafter, complete the redemption of all remaining issued and outstanding Public Shares not redeemed
in the Voluntary Redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
(after taking into account the Voluntary Redemption), including interest earned on the funds held in the Trust Account and not previously
released to XPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any
taxes payable), divided by the number of the then-outstanding Public Shares (the “Post-Amendment Share Redemption”);
and (iv) as promptly as reasonably possible following such redemption and subject to the approval of XPAC’s remaining shareholders
after completion of the Post-Amendment Share Redemption and the XPAC Board, liquidate and dissolve, subject in each case to XPAC’s
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In addition, if
the Accelerated Termination Shareholder Matters are approved by XPAC’s shareholders in an Extraordinary General Meeting expected
to be held in due course and are implemented, XPAC plans to voluntarily delist the Class A Ordinary Shares, Public Warrants and Units
from the Nasdaq Capital Market (“Nasdaq”) as soon as practicable after completion of the redemption of all Public Shares,
subject to the rules of Nasdaq and the Memorandum and Articles. As a result of the liquidation process, all Public Warrants and private
placement warrants would expire worthless.
If the Accelerated Termination
Shareholder Matters are not approved by XPAC’s shareholders in an Extraordinary General Meeting expected to be held in due course
or are not implemented, and a business combination is not completed on or before the Original Termination Date, then as contemplated by
and in accordance with the Memorandum and Articles, XPAC would (i) on the Original Termination Date, cease all operations, except for
the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption
of all issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to XPAC (less taxes payable
and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of any taxes payable), divided by the number
of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption
and subject to the approval of XPAC’s remaining shareholders after such redemption and the XPAC Board, liquidate and dissolve, subject
in each case to XPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law.
SuperBac and the private equity
business of XP Inc. and its subsidiaries (“XP Private Equity”) currently intend to pursue a private investment into
SuperBac in order to support SuperBac’s continued growth as a privately-held company. XPAC’s sponsor, XPAC Sponsor LLC (the
“Sponsor”), is wholly-owned by XP Inc., and as such, XPAC and the Sponsor are affiliates of XP Private Equity. In addition,
members of XPAC’s management team are also investment professionals within XP Private Equity and serve as investment managers for
funds managed by XP Private Equity.
Additional Information and Where to Find It
The Accelerated Termination
Shareholder Matters will be submitted to the shareholders of XPAC for their consideration. It is expected that XPAC will file a preliminary
proxy statement with the SEC in due course and that a definitive proxy statement would 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 Accelerated Termination
Shareholder Matters. In due course, XPAC expects to mail a definitive proxy statement and other relevant documents to its shareholders
as of the record date to be established in due course for voting on the Accelerated Termination Shareholder Matters. XPAC’S SHAREHOLDERS
AND OTHER INTERESTED PERSONS ARE URGED TO READ, ONCE AVAILABLE, THE PRELIMINARY PROXY STATEMENT AND ANY AMENDMENTS THERETO AND, ONCE AVAILABLE,
THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH XPAC’S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING TO BE HELD
TO APPROVE, AMONG OTHER THINGS, THE ACCELERATED TERMINATION SHAREHOLDER MATTERS, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT XPAC AND THE MATTERS REFERRED TO HEREIN. 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 Accelerated Termination Shareholder Matters 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 XPAC, 55 West
46th Street, 30th Floor, New York, NY 10036, United States.
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 and certain of its directors
and executive officers may, under SEC rules, be deemed to be participants in the solicitations of proxies from XPAC’s shareholders
in connection with the Accelerated Termination Shareholder Matters. 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 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 “IPO Prospectus”),
and each Annual Report on Form 10-K that XPAC files with the SEC from time to time. 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 when it becomes
available. Shareholders and other interested persons are urged to read the definitive proxy statement 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 is for
informational purposes only. This communication shall not constitute a “solicitation” as defined in Section 14 of the Exchange
Act. 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, proxy 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 refers
to a potential private investment into SuperBac. No securities may be offered or sold in the United States except pursuant to a registration
under the Securities Act or an applicable exemption from the registration requirements of the Securities Act, including the private placement
exemption from registration provided by Section 4(a)(2) of the Securities Act.
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 ability to complete
an initial business combination, the Extraordinary General Meeting proposed to be held, whether or not the Accelerated Termination Shareholder
Matters will be approved by XPAC’s shareholders, whether or not the Public Shares will be redeemed, whether or not XPAC will liquidate
and dissolve, whether or not the Class A Ordinary Shares, Public Warrants and the Units will be delisted from Nasdaq, and the timing of,
and expectations in relation to, any of the foregoing matters. These statements are based on various assumptions, whether or not identified
in this communication, and on the current expectations of XPAC’s management and are not predictions of actual events. 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.
These forward-looking statements
are subject to a number of risks and uncertainties, including those factors discussed in (i) the IPO 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 events or results could differ materially from the events or results implied by
these forward-looking statements. There may be additional risks that XPAC does not presently know or that XPAC does not currently believe
are immaterial that could also cause actual events or results to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect XPAC’s plans or forecasts of future events and views as of the date of this communication. XPAC
anticipates that subsequent events and developments may cause XPAC’s assessments to change. However, while XPAC may elect to update
these forward-looking statements at some point in the future, except to the extent required by applicable law, XPAC specifically disclaims
any obligation to do so. These forward-looking statements should not be relied upon as representing XPAC’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.