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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
July 13, 2023
Date of Report (Date of earliest event
reported)
XPAC ACQUISITION CORP.
(Exact Name of Registrant as Specified in its
Charter)
Cayman Islands |
001-40686 |
N/A |
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
of incorporation) |
File Number) |
Identification No.) |
55
West 46th Street, 30th
Floor |
|
New York, New York |
10036 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (646) 664-0501
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x | Written communications pursuant to Rule 425 under the Securities
Act |
| |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act |
| |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act |
| |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
|
Name of each exchange on which registered |
Units,
each consisting of one share of Class A ordinary share and one-third of one redeemable warrant |
|
XPAXU |
|
|
The
Nasdaq Stock Market LLC |
Class
A ordinary shares, par value $0.0001 per share |
|
XPAX |
|
|
The
Nasdaq Stock Market LLC |
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
XPAXW |
|
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On July 13, 2023, XPAC Acquisition Corp., a Cayman Islands exempted
company (the “Company”) filed a supplement (the “Proxy Supplement”) to its proxy statement dated
July 10, 2023 in connection with the extraordinary general meeting of the shareholders of the Company (the “Shareholder Meeting”)
scheduled to be held at 9.30 a.m., Eastern Time, on July 27, 2023. The Proxy Supplement announces a change in the terms of the funds to
be deposited into the Company’s Trust Account solely by J. Streicher Holdings, LLC (and not by XPAC Sponsor LLC or any of its affiliates)
in connection with each one-month extension to the Termination Date, and each such extension to the Termination Date to occur only upon
consummation of the Sponsor Handover pursuant to the Purchase and Sponsor Handover Agreement (as each such term not otherwise defined
herein is defined in the proxy statement issued by the Company dated July 10, 2023).
Shareholders of the Company who have previously submitted shares for
redemption or who have voted by proxy do not need to do anything prior to the Shareholder Meeting unless they change their decision as
to redemption or voting.
This Current Report on Form 8-K is for informational purposes only
and shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
A copy of the Proxy Supplement is filed as Exhibit 99.1 hereto and
is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 13, 2023
By: |
/s/ Chu Chiu Kong |
|
Name: |
Chu Chiu Kong |
|
Title: |
Chief Executive Officer and Chairman of the Board of Directors |
|
Exhibit 99.1
XPAC ACQUISITION CORP.
A Cayman Islands Exempted Company
55 West 46 Street, 30th Floor
New York, NY 10036, United States
SUPPLEMENT TO
PROXY STATEMENT DATED JULY 10, 2023
FOR THE EXTRAORDINARY GENERAL MEETING
OF THE SHAREHOLDERS OF
XPAC ACQUISITION CORP.
Dear Shareholders of XPAC Acquisition Corp.:
You have previously received definitive proxy materials issued by the
Company dated July 10, 2023 (the “Proxy Statement”) in connection with the extraordinary general meeting of the shareholders
of XPAC Acquisition Corp., a Cayman Islands exempted company (the “XPAC”, “Company”, “we”,
“us” or “our”), to be held on July 27, 2023 at 9:30 a.m., Eastern time, at the offices of the Company,
located at 55 West 46 Street, 30th Floor, New York, NY 10036, United States, and via a virtual meeting (the “Shareholder Meeting”),
or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The purpose of this
document (the “Proxy Supplement”) is to supplement the Proxy Statement with certain new and/or revised information
as follows:
Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Proxy Statement.
Proposed Sponsor Handover. On July 10, 2023, J.
Streicher Holdings, LLC (the “New Sponsor”), the Company and XPAC Sponsor LLC (the “Sponsor”) entered
into a Purchase and Sponsor Handover Agreement pursuant to which, subject to satisfaction of certain conditions, (i) the Sponsor agreed
to sell, and the New Sponsor agreed to purchase, 4,400,283 Class B Ordinary Shares and 4,261,485 Private Placement Warrants to acquire
4,261,485 Class A Ordinary Shares held by the Sponsor, for a total purchase price of $250,000, and (ii) the New Sponsor agreed to become
the Sponsor of XPAC (which we refer to as the Sponsor Handover). The New Sponsor has also agreed to reimburse the Sponsor for $25,000
of legal fees and other expenses incurred by the Sponsor in connection with the transactions contemplated by the Purchase and Sponsor
Handover Agreement. As a condition to consummation of the Sponsor Handover, 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. The Purchase and Sponsor Handover Agreement provides that
consummation of the Sponsor Handover is conditional on certain conditions, including those described in the Proxy Statement. There can
be no assurance that the conditions to the consummation of the Sponsor Handover will be satisfied or that the Sponsor Handover will be
consummated. Further information in connection with the Sponsor Handover and the Purchase and Sponsor Handover Agreement is set forth
in the Proxy Statement.
This Proxy Supplement has been issued by the Company at the request
of the New Sponsor. The transactions described below will only be entered into if the Sponsor Handover is consummated.
Change in Terms for Extension. Subject to consummation
of the Sponsor Handover and approval of the Extension Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement
Amendment Proposal, the New Sponsor (and not the Sponsor or any of its affiliates) has decided to cause to be deposited into the Trust
Account in connection with each one-month extension to the Termination Date the lesser of: (i) $100,000 and (ii) an aggregate amount equal
to $0.04 multiplied by the number of Public Shares of the Company that are not redeemed in connection with the shareholder vote to approve
the Extension Amendment Proposal, with each such extension to the Termination Date to occur only upon consummation of the Sponsor Handover
pursuant to the Purchase and Sponsor Handover Agreement.
The funding for the extension will come solely from the New
Sponsor and not XPAC Sponsor LLC. This proposal is being made solely in the context of the Sponsor Handover described in the Proxy
Statement. In the event the Sponsor Handover described in the Proxy Statement does not occur, there will be no deposit made to the
Trust Account. In that event, there will be no monthly deposit made, shareholders of the Company will not be entitled to any monthly
deposit from XPAC Sponsor LLC and there will be no increase in the Trust Account from such deposit in the event the Company is
liquidated either as a result of the Extension Amendment Proposal not passing or the Company being unable to consummate a Business
Combination from the funds remaining in the Trust Account.
The deadline for submission of Public Shares remains unchanged at 5:00
p.m., Eastern Time, on July 25, 2023 (two business days prior to the initially scheduled date of the Shareholder Meeting).
Except as set forth herein, all other information in the Proxy Statement
remains unchanged. If you have previously-submitted a proxy or tendered your shares for redemption in accordance with the procedures set
forth in the Proxy Statement and you do not wish to make any changes, you do not need to do anything further.
This Proxy Supplement is dated July13, 2023
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Grafico Azioni XPAC Acquisition (NASDAQ:XPAXU)
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Grafico Azioni XPAC Acquisition (NASDAQ:XPAXU)
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