Each of the Governing Documents Proposal and the TrustExtension Amendment Proposal, is cross-conditioned on the approval of each other. Each of the Governing DocumentsRedemption Limitation Amendment Proposal, the TrustName Change Amendment Proposal, the Letter Agreement Amendment Proposal and the Adjournment Proposal areis more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The Memorandum andprimary purpose of the Extension Amendment Proposal is to allow XPAC additional time to consummate an initial business combination (a “Business Combination”). You are not being asked to vote on a Business Combination at this time.

The Articles of Association currently provide that XPAC has until August 3, 2023 to consummate a Business Combination. The Board has determined that it is in the best interests of XPAC to seek an extension of the Original Termination Date and have XPAC’s shareholders approve the Extension Amendment Proposal to complete its initial business combination and, ifallow for a period of additional time to consummate a Business Combination. Without the Extension Amendment, XPAC does not complete an initial business combination by the Original Termination Date,believes that it will (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 Class A Ordinary Shares issued in 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, 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 (the “Public Shareholders”) 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. There will be no redemption rights or liquidating distributions with respect to the Public Warrants, which will expire worthless if XPAC fails to complete its initial business combination within the allotted time frame.

If the Governing Documents Proposal is approved, and because XPAC will not be able to complete an initial business combinationconsummate a Business Combination on or before the Original Termination Date. If that were to occur, XPAC would be precluded from completing a Business Combination and would be forced to liquidate.

The Sponsor is currently negotiating with a professional investor (the “New Sponsor”) a potential transaction (the “Sponsor Handover”) whereby the New Sponsor would acquire at least a majority of the Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) held by the Amended Termination Date, XPAC will (i) immediately after the Shareholder Meeting, ceaseSponsor and all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible, complete the Voluntary Redemption (as defined below); (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; 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 (as defined below) 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. As a result of the liquidation process, all investors will lose the potential investment in a target company, any price appreciation in the combined company and all Public Warrants and Private Placement Warrants (as defined below) will expire worthless.

Continental’s role as trusteeheld by the Sponsor and, in connection therewith, the Sponsor currently expects that 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 Trust Account is subjectSponsor Handover or as soon as possible thereafter. The Sponsor currently expects to enter into a purchase agreement (the “Purchase Agreement”) in relation to the terms and conditionsSponsor Handover prior to the filing of a definitive version of this proxy statement with the SEC. The Sponsor currently expects that the Purchase Agreement would provide that consummation of the TrustSponsor Handover would be conditional on, among other things, (i) approval of the Extension Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal, and (ii) the New Sponsor joining as a party to the Letter Agreement. The Trust Agreement currently providesSponsor, the Board and XPAC’s management team believe that Continental shall commence liquidationshareholders of XPAC will benefit from the Trust Account only and promptly (x) after its receipt of, and only in accordanceSponsor Handover as the Sponsor Handover, together with the applicable instruction letter delivered by XPAC in connection with either a closing of an initial business combination or XPAC’s inability to effect an initial business combination within the time frame specified in the Memorandum and Articles of Association or (y) upon the date that is the laterextension of the Original Termination Date, would provide XPAC with additional time to consummate a Business Combination. As of the date hereof, neither XPAC nor the Sponsor have entered into any binding agreements in relation to the Sponsor Handover, and there can be no assurance that any such later date as maybinding agreements will be approved by XPAC’s shareholders in accordance with the Memorandum and Articles of Association, if the aforementioned termination letter has not been received by Continental prior to such date.entered into.

If the Trust Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of, and only in accordance with, the applicable instruction letter delivered by XPAC in connection with either a closing of an initial business combination or XPAC’s inability to effect an initial business combination within the time frame specified in the Memorandum and Articles of Association or (y) upon the Amended Termination Date, if the aforementioned termination letter has not been received by Continental prior to such date.

The XPAC Board believes that the current provisions of the Memorandum and Articles of Association and the existing Trust Agreement described above were included to protect XPAC’s shareholders from having to sustain their investment for an unreasonably long period if XPAC were unable to find a suitable initial business combination target in the timeframe contemplated by the Memorandum and Articles of Association. However, even though the XPAC Board has determined that it is very unlikely that XPAC would be able to complete an initial business combination with a target other than SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Federative Republic of Brazil (“SuperBac”), before the Original Termination Date, in the absence of a resolution passed pursuant to the Companies Act (As Revised) of the Cayman Islands to commence the voluntary liquidation of XPAC prior to the consummation of a business combination, XPAC is not permitted by the Memorandum and Articles of Association and the existing Trust Agreement to return the funds in the Trust Account to Public Shareholders by way of liquidating the Trust Account until after the Original Termination Date, and the Public Shareholders may only exercise their redemption rights in connection with a shareholder vote on a proposed business combination or upon the approval of an amendment to any provision of the Memorandum and Articles of Association relating to the rights of holders of Class A Ordinary Shares.

The purpose of the Governing Documents Proposal and the TrustLetter Agreement Amendment Proposal is to accelerateallow the Original Termination DateSponsor to transfer Class B Ordinary Shares and the Private Placement Warrants, directly or indirectly, to [●] (which we refer to herein as the New Sponsor) or its affiliates and thereby consummate the Sponsor Handover. The Letter Agreement includes provisions prohibiting the sale or transfer, directly or indirectly, of the Class B Ordinary Shares and the Private Placement Warrants. Without the Letter Agreement Amendment, the Sponsor Handover could not be consummated. If the Sponsor Handover is consummated, the Sponsor currently expects that 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.

Unless the Redemption Limitation Amendment Proposal is approved and implemented, we will not proceed with the Extension Amendment if redemptions of our Public Shares would cause XPAC to exceed the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent XPAC from being able to consummate a Business Combination. XPAC believes that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that XPAC did not become subject to the Amended Termination DateSEC’s “penny stock” rules. Because the Public Shares would not be deemed to be “penny stock” as such securities are listed on a national securities exchange, XPAC is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation of a Business Combination. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that (i)XPAC’s net tangible assets would be less than $5,000,001 upon the consummation of the Business Combination, the Articles would prevent XPAC from being able to consummate the Business Combination even if all other conditions to closing are met.

Each of the Extension Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal is conditioned on the approval of each other. Unless each of the Extension Amendment Proposal, the Name Change Amendment Proposal and the Insider Letter Amendment Proposal are approved at the Shareholder Meeting, the Extension Amendment and the Sponsor Handover will not be consummated.

As contemplated by the Articles, the holders of Public ShareholdersShares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the IPO and the concurrent sale of the private placement warrants (the “Private Placement Warrants”), if the Extension Amendment is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders and implemented, the holders of Public Shares remaining after the Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account in connection withupon consummation of a Business Combination or if XPAC does not consummate a Business Combination by the approval ofArticles Extension Date (which is August 3, 2024, the Governing Documents Proposal (the “Voluntary Redemption”), without having to wait for approximately another [●]date which is 36 months to do so while continuing to earn minimal interest, if any, onfrom the funds during such waiting period; (ii) XPAC will be obligated to redeem all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the “Post-Amendment Share Redemption”) and, subject to the approvalclosing date of XPAC’s remaining shareholders after completion of the Post-Amendment Share Redemption and the XPAC Board, liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption, which will allow XPAC to return the funds to its Public Shareholders earlier and enable these shareholders to recover their investment sooner and deploy such returned funds as they see fit; and (iii) Continental shall commence liquidation of the Trust Account promptly upon the Amended Termination Date. XPAC also 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 Post-Amendment Share Redemption, subject to the rules of Nasdaq and the Memorandum and Articles of Association, as amended. As a result of the liquidation process, all investors will lose the potential investment in a target company, any price appreciation in the combined company and all Public Warrants and Private Placement Warrants will expire worthless.IPO).

For further details about the reasons for the Governing Documents Proposal and the Trust Amendment Proposal, see the sections titled “Proposal No. 1 — The Governing Documents Proposal — Reasons for the Governing Documents Proposal” and “Proposal No. 2 — The Trust Amendment Proposal — Reasons for the Trust Amendment Proposal,” respectively, of this proxy statement.

XPAC reserves the right to move to adjourn the Shareholder Meeting in the event that the XPAC Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Governing Documents Proposal and/or the Trust Amendment Proposal. In that event, at the Shareholder Meeting XPAC will ask its shareholders to vote only upon the Adjournment Proposal and not on the Governing Documents Proposal or the Trust Amendment Proposal.

The XPAC Board has fixed the close of business onOn July [●], 2023, (the “Record Date”) as the recordmost recent practicable date for determining XPAC’s shareholders entitled to receive notice of, and vote at, the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

As described above, pursuantprior to the Memorandum and Articlesdate of Association, a Public Shareholder may request that XPAC redeem all or a portion of its Public Shares for cash if the Governing Documents Proposal is approved and implemented. Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote FOR the Governing Documents Proposal. On the Record Date,accompanying proxy statement, the redemption price per shareClass A Ordinary Share was approximately $[●] (which is expected to be the same approximate amount two business days prior to the Shareholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[●] as of July [●], 2023 (including interest not previously released to XPAC to pay its taxes), divided bythe Record Date,total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount 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 netits taxes two business days prior to the initially scheduled date of any taxes payable), divided by the total number of Public Shares then in issue.Shareholder Meeting. The closing price of the Class A Ordinary Shares on Nasdaq on the Record DateJuly [●], 2023 was $[●]. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a Public Shareholderpublic shareholder receiving approximately $[●] [more][less] [less] per share than if the shares were sold in the open market.market (based on the per share redemption price as of July [●], 2023). XPAC cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its sharessecurities when such shareholders wish to sell their shares.

The approval of the Governing Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

The approval of the Trust Amendment Proposal requires, under the Trust Agreement, the affirmative vote of at least 65% of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Governing Documents Proposal and/or the Trust Amendment Proposal at the Shareholder Meeting or the XPAC Board determines before the Shareholder Meetingbelieves that is not necessary or no longer desirable to proceed with the Governing Documents Proposal and/or the Trust Amendment Proposal.

After careful consideration of all relevant factors, including, but not limited to, the termination of the proposed business combination between XPAC and SuperBac (the “Proposed SuperBac Business Combination”), prevailing market conditions, the time value of money, and the determination of the XPAC Board that it is very unlikely that XPAC would be able to complete an initial business combination with a target other than SuperBac before the Original Termination Date, the XPAC Board has determined that the Governing Documents Proposal, the Trust Amendment Proposal and the Adjournment Proposal are in the best interests of XPAC andsuch redemption right enables its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote during the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Shareholder Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to obtain a legal proxy from your bank, broker or nominee authorizing you to vote these shares and email a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Shareholder Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Shareholder Meeting, your shares (i) will not be counted for the purposes of determining whether a quorum is present at the Shareholder Meeting or whether the Governing Documents Proposal or the Adjournment Proposal (as the case may be) is approved by the requisite votes; and (ii) will have the effect of a vote “AGAINST” the Trust Amendment Proposal at the Shareholder Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE VOLUNTARY REDEMPTION, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO XPAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE SUCH REDEMPTION RIGHTS. IF THE GOVERNING DOCUMENTS PROPOSAL IS NOT APPROVED OR IMPLEMENTED, THEN THESE SHARES SHALL NOT BE REDEEMED AND SHALL BE RETURNED TO YOU OR YOUR ACCOUNT.

Enclosed is the Notice of Shareholder Meeting and accompanying proxy statement containing detailed information about the Shareholder Meeting, the Governing Documents Proposal, the Trust Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, XPAC urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of XPAC Acquisition Corp.,

Chu Chiu Kong

Chairman and Chief Executive Officer

XPAC ACQUISITION CORP.
55 West 46th Street, 30th Floor
New York, NY 10036
United States

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF XPAC ACQUISITION CORP.

TO BE HELD ON [●], 2023

To the Shareholders of XPAC Acquisition Corp.:

You are cordially invited to attend the extraordinary general meeting of the shareholders of XPAC Acquisition Corp., a Cayman Islands exempted company (“XPAC”), will be held on [●], 2023, at [●], Eastern Time (the “Shareholder Meeting”), at the offices of [●] located at [●], and virtually over the Internet via live webcast, at [●], or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

Due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. As part of our precautions regarding COVID-19, we are planning for the Shareholder Meeting to be held virtually over the Internet via live webcast, but the physical location of the Shareholder Meeting will remain at the location specified above for the purposes of our amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). You will be permitted to attend the Shareholder Meeting in person at the offices of [●] only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. The virtual meeting format allows attendance from any location in the world. You can attend the Shareholder Meeting, vote, and submit questions virtually over the Internet via live webcast, by visiting [●] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) a Governing Documents Proposal to amend XPAC’s Memorandum and Articles of Association 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 August 3, 2023 (the “Original Termination Date”) to [●], 2023 (the “Amended Termination Date”) (the “Governing Documents Proposal”); (ii) 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 in the form set forth in the Annex to the accompanying proxy statement, to accelerate the date on which Continental must commence liquidation of the trust account (the “Trust Account”) established in connection with XPAC’s initial public offering (the “IPO”) to the Amended Termination Date (the “Trust Amendment Proposal”) and (iii) an adjournment proposal to adjourn the Shareholder Meeting to a later date or dates, or sine die, if necessary, either (x) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) to approve the Governing Documents Proposal and/or the Trust Amendment Proposal (the “Adjournment Proposal”) or (y) if the XPAC Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Governing Documents Proposal and/or the Trust Amendment Proposal, more fully described in the accompanying proxy statement, which is dated [●], 2023 and is first being mailed to shareholders on or about that date.

The purpose of the Governing Documents Proposal and the Trust Amendment Proposal is to accelerate the Original Termination Date to the Amended Termination Date such that (i) holders of the Class A Ordinary Shares issued in the IPO (the “Public Shares”) (the “Public Shareholders”) may 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 Governing Documents Proposal (the “Voluntary Redemption”), without having to wait for approximately another [●] months to do so while continuing to earn minimal interest, if any, on the funds during such waiting period; (ii) XPAC will be obligated to redeem all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the “Post-Amendment Share 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 as promptly as reasonably possible after completion of the Post-Amendment Share Redemption, which will allow XPAC to return the funds to its Public Shareholders earlier and enable these shareholders to recoverdetermine whether to sustain their investment sooner and deploy such returned funds as they see fit; and (iii) Continental shall commence liquidation of the Trust Account promptly upon the Amended Termination Date.investments for an additional period if XPAC also plans to voluntarily delist the Class A Ordinary Shares, the redeemable warrants of XPAC (“Public Warrants”) originally offered as units of Class A Ordinary Shares and Public Warrants (the “Units”) in the IPO from the Nasdaq Capital Market (“Nasdaq”) as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of Nasdaq and the Memorandum and Articles of Association, as amended. As a result of the liquidation process, all Public Warrants and Private Placement Warrants will expire worthless.

The full text of the resolutions to be voted on is as follows:

Proposal No. 1 — the Governing Documents Proposal

“RESOLVED, as a special resolution, that, conditional upon XPAC having net tangible assets of at least $5,000,0001 after giving effect to any share redemptions in connection with this resolution pursuant to the existing Memorandum and Articles of Association of XPAC, the existing Memorandum and Articles of Association of XPAC be and are hereby amended by:

“In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO,on or such later time as the Members may approve in accordance with the Articles, the Company shall:”

and replacing it with the following:

“In the event that the Company does not consummate a Business Combination by [●], 2023, the Company shall:”; and

“within 24 months from the consummation of the IPO”

and replacing them with the words:

“by [●], 2023”; and

RESOLVED, as an ordinary resolution, that the approval of the Governing Document Proposal, Trust Amendment Proposal and Adjournment Proposal is intended to constitute the adoption of a plan of complete liquidation of XPAC for U.S. federal income tax purposes.”

Proposal No. 2 — the Trust Amendment Proposal

“RESOLVED, that, conditional upon the effectiveness of the Governing Documents Proposal, the amendment to 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 in the form set forth in the Annex to the accompanying proxy statement, to accelerate the date on which Continental must commence liquidation of the trust account established in connection with XPAC’s initial public offering to [●], 2023 be and is hereby authorized and approved.”

Proposal No. 3 — the Adjournment Proposal

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, or sine die, and time and place, to be determined by the chairman of the extraordinary general meeting be and is hereby authorized and approved.”

Notwithstanding the order in which the proposals are set out herein, XPAC may put the proposals to the Shareholder Meeting in such order as it may determine.

Each of the Governing Documents Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. If, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient votes from the holders of Ordinary Shares to approve the Governing Documents Proposal and/or the Trust Amendment Proposal, XPAC may move to adjourn the Shareholder Meeting to such later date or dates, or sine die, to permit further solicitation and vote of proxies. XPAC also reserves the right to move to adjourn the Shareholder Meeting in the event that the XPAC Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Governing Documents Proposal and/or the Trust Amendment Proposal. In those events, at the Shareholder Meeting XPAC will ask its shareholders to vote only upon the Adjournment Proposal and not on the Governing Documents Proposal or the Trust Amendment Proposal. If the Governing Documents Proposal and the Trust Amendment Proposal are approved at the Shareholder Meeting, the Adjournment Proposal will not be presented.

After careful consideration of all relevant factors, including, but not limited to, the termination of the proposed business combination between XPAC and SuperBac (the “Proposed SuperBac Business Combination”), prevailing market conditions, the time value of money, and the determination of the XPAC Board that it is very unlikely that XPAC would be able to complete an initial business combination with a target other than SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Federative Republic of Brazil (“SuperBac”) before the Original Termination Date,Date.

If the XPAC Board has determined that the Governing DocumentsExtension Amendment Proposal, the TrustRedemption Limitation Amendment Proposal, the Name Change Amendment Proposal and the AdjournmentLetter Agreement Amendment Proposal are in the best interests of XPAC and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.

The XPAC Board has fixed the close of business on [●], 2023 (the “Record Date”) as the record date for determining XPAC’s shareholders entitled to receive notice of, and vote at, the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

As described above, pursuant to the Memorandum and Articles of Association, a Public Shareholder may request that XPAC redeem all or a portion of its Public Shares for cash if the Governing Documents Proposal isnot approved, and implemented. Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote FOR the Governing Documents Proposal. On the Record Date, the redemption price per share was approximately $[●] (which is expected to be the same approximate amount two business days prior to the Shareholder Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[●] as of the Record Date, 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 total number of Public Shares then in issue. The closing price of the Class A Ordinary Shares on Nasdaq on the Record Date was $[●]. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a Public Shareholder receiving approximately $[●] [more][less] per share than if the shares were sold in the open market. XPAC cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.

The approval of the Governing Documents Proposal is a condition to its implementation. In addition, XPAC will not implement the Governing Documents Proposal if XPAC will not have at least $5,000,001 of net tangible assets following approval of the Governing Documents Proposal, after taking into account the Voluntary Redemption. XPAC cannot predict the amount that will remain in the Trust Account following the Voluntary Redemption if the Governing Documents Proposal is approved and implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of the Record Date, 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).

If the Governing Documents ProposalBusiness Combination is not approved or implemented, and a business combination is not completedconsummated on or before the Original Termination Date, XPAC will: (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, completeredeem 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’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 of clauses (ii) and (iii) to XPAC’s obligations under Cayman Islands law to provide for claims of creditors and theto requirements of other applicable law. There will be no redemption rights or liquidating distributions from the Trust Account with respect to XPAC’s warrants, which will expire worthless in the event XPAC dissolves and liquidates the Trust Account.

TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE VOLUNTARY REDEMPTION, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO XPAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE SUCH REDEMPTION RIGHTS. IF THE GOVERNING DOCUMENTS PROPOSAL IS NOT APPROVED OR IMPLEMENTED, THEN THESE SHARES SHALL NOT BE REDEEMED AND SHALL BE RETURNED TO YOU OR YOUR ACCOUNT.XPAC reserves the right at any time to adjourn the Shareholder Meeting indefinitely and/or not to submit to its shareholders the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal and/or the Letter Agreement Amendment Proposal, including if the Sponsor Handover is not entered into or is not expected to be consummated. In the event the Shareholder Meeting is adjourned indefinitely, and a Business Combination is not consummated prior to August 3, 2023, XPAC will dissolve and liquidate in accordance with the Memorandum and Articles of Association.

TheSubject to the foregoing, the approval of each of the Governing DocumentsExtension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Name Change Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

The approvalApproval of each of the TrustLetter Agreement Amendment Proposal requires, under the Trust Agreement, the affirmative vote of at least 65% of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class. Each of the Governing Documents Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either (x) there are not sufficient votes to approve the Governing DocumentsExtension Amendment Proposal, and/the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal or the TrustLetter Agreement Amendment Proposal at the Shareholder Meeting or (y)if due to redemptions in connection with the Extension Amendment, XPAC Boardwould not adhere to the continued listing requirements of Nasdaq, or if XPAC determines before the Shareholder Meeting that it is not necessary or no longer desirable to proceed with the Governing Documents Proposal and/or the Trust Amendment Proposal.other proposals.

Record holders of Ordinary Shares atThe Board has fixed the close of business on June 29, 2023 as the Record Datedate for determining the XPAC shareholders that are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 21,961,131 issuedreceive notice of and outstanding Class A Ordinary Shares and 5,490,283 issued and outstanding Class B Ordinary Shares. Voting on all resolutionsvote at the Shareholder Meeting will be conducted by wayand any adjournment thereof. Only holders of a poll rather than on a showrecord of hands. On a poll, votes are counted according to the number of shares registered in each shareholder’s name which are voted, with each Ordinary Share carrying one vote.

As of the date of the proxy statement, XPAC Sponsor LLC (the “Sponsor”) and XPAC’s independent directors hold 20% of the issued and outstanding Ordinary Shares andon that date are entitled to have not purchasedtheir votes counted at the Shareholder Meeting or any Public Shares, but may do so at any time.adjournment thereof.

The Board believes that it is in the best interests of XPAC that XPAC obtain the Extension Amendment, the Redemption Limitation Amendment, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of XPAC and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal, “FOR” the Redemption Limitation Amendment Proposal, “FOR” the Name Change Amendment Proposal, “FOR” the Letter Agreement Amendment Proposal, and “FOR” the Adjournment Proposal.

Your vote is very important.important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote during the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that theyour shares you beneficially own are represented and voted at the Shareholder Meeting. In this regard,The approval of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, and the Name Change Amendment Proposal requires a special resolution under Cayman Islands law, the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of each of the Letter Agreement Amendment Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Accordingly, if you must providefail to vote in person or by proxy at the record holder ofShareholder Meeting, your shares with instructionswill not be counted for the purposes of determining whether the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities. Each of the Extension Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal is conditioned on the approval of each other. Unless each of the Extension Amendment Proposal, the Name Change Amendment Proposal and the Insider Letter Amendment Proposal are approved at the Shareholder Meeting, the Extension Amendment and the Sponsor Handover will not be consummated.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares or, ifwill not be counted for purposes of determining whether a quorum is present at the Shareholder Meeting but will otherwise not have any effect on whether the proposals are approved. If you wish toare a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you will need to obtain a legal proxy from your bank, broker or nominee authorizing you to vote these shares and email a copy (a legible photograph is sufficient) ofmay withdraw your proxy to proxy@continentalstock.com no later than 72 hours prior to the Shareholder Meeting.and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing importantdetailed information about the Shareholder Meeting, the Governing DocumentsExtension Amendment Proposal, the TrustRedemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, XPAC urges you to read this material carefully and vote your shares.

If you have any questions or need assistance voting your Ordinary Shares, please contact [●], XPAC’s proxy solicitor, by calling [●], or banks and brokers can call collect at [●], or by emailing [●].

By Order of the Board of Directors of XPAC Acquisition Corp.,ACQUISITION CORP.

Chu Chiu Kong
Chairman and Chief Executive Officer

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XPAC ACQUISITION CORP.
A Cayman Islands Exempted Company
55 West 46th46 Street, 30th Floor
New York, NY 10036,
United States

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF XPAC ACQUISITION CORP.

TO BE HELD ON [●], 2023

To Be Held at [●] a.m., Eastern Time, on July [●], 2023

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors (the “Board”) for use at the extraordinary general meeting of XPAC ACQUISITION CORP., a Cayman Islands exempted company (“XPAC,” the “Company,” “we,” “us” or “our”), which will be held on July [●], 2023, at [●] a.m., Eastern Time, at the offices of XPAC located at 55 West 46 Street, 30th Floor, New York, NY 10036, United States, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Shareholder Meeting”).

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Shareholder Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSCautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of XPAC Acquisition Corp. with respect to, among other things, XPAC’s capital resources and results of operations. Statements regarding market conditions and results of operations also are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect XPAC’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. XPAC does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect XPAC’s good faith beliefs, they are not guarantees of future performance. XPAC disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause XPAC’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors” in XPAC’s final prospectus, dated July 29, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2021 and in other reports filed by XPAC with the SEC from time to time, including our Annual Reports on Forms 10-K. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to XPAC (or to third parties making the forward-looking statements).

Risk Factors

You should consider carefully all of the risks described in our (i) XPAC’s final prospectus, dated July 29, 2021, as filed with the SEC on August 2, 2021, (ii) Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023 and (iii) other reports we file with the SEC, before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Extension Amendment will enable XPAC to consummate a Business Combination.

Approving the Extension Amendment (as defined below) involves a number of risks. Even if the Extension Amendment is approved and implemented and the Sponsor Handover is entered into and consummated, XPAC can provide no assurances that a Business Combination will be consummated prior to the Articles Extension Date (as defined below). Our ability to consummate any Business Combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment is approved and implemented, XPAC expects to seek shareholder approval of a Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a Business Combination. Even if the Extension Amendment or a Business Combination are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

In the event the Extension Amendment Proposal is approved and implemented, the ability of our public shareholders to exercise redemption rights with respect to a large number of our Public Shares may adversely affect the liquidity of our securities.

A public shareholder may request that XPAC redeem all or a portion of such public shareholder’s ordinary shares for cash. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our Public Shares (as defined below) may adversely affect the liquidity of our Class A Ordinary Shares. As a result, you may be unable to sell your Class A Ordinary Shares even if the market price per share is higher than the per-share redemption price paid to public shareholders who elect to redeem their shares.

A future potential Business Combination may be subject to U.S. foreign investment regulations, including regulations relating to the Committee on Foreign Investment in the United States, which may, among other things, impose conditions on, delay or prevent the consummation of such future potential Business Combination, if any.

If any material regulatory approvals, clearances or actions are required for completion of a future potential Business Combination, there can be no assurance that any such approval or clearance would be obtained, or any such action taken, within the required time period. This includes any potential review of a future Business Combination, if any, by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”) on account of certain restrictions on the acquisition of, or an investment in, a U.S. business by non-U.S. investors. If a potential Business Combination falls within CFIUS’s jurisdiction to review the transaction in order to determine the effect of such transactions on the national security of the U.S., we may be required to make a mandatory filing or we may determine to submit a voluntary notice to CFIUS, or we may determine to proceed with such potential Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing such potential Business Combination. CFIUS can contact parties to transactions within its jurisdiction that did not notify CFIUS and request that the parties submit a CFIUS notice and can self-initiate national security reviews. If a potential Business Combination falls within the scope of foreign ownership restrictions, CFIUS may impose conditions or limitations on such potential Business Combination or we may be prevented from, or be unable to, consummate such potential Business Combination, if any.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, (i) whether the investor/acquiror of the U.S. business is a “foreign person” or ‘‘foreign entity,” (ii) the nature and structure of the transaction, (iii) the level of beneficial ownership interest, and (iv) the nature of any information or governance rights involved. Some transactions within the jurisdiction of CFIUS trigger a mandatory CFIUS filing requirement. Otherwise, notifying CFIUS of a transaction within its jurisdiction is voluntary. For example, investments that result in “control” of a “U.S. business” by a “foreign person” (in each case, as such terms are defined in 31 C.F.R. Part 800) are always subject to CFIUS jurisdiction. The Foreign Investment Risk Review Modernization Act of 2018, which was fully implemented through regulations that became effective in 2020, significantly expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” (in each case, as such terms are defined in 31 C.F.R. Part 800).

As of the date of this proxy statement, XPAC Sponsor LLC (the “Sponsor”) is a limited liability company formed and registered under the laws of the Cayman Islands and each manager of the Sponsor is a non-U.S. person and, thus, a foreign person. The Sponsor is controlled by XP Inc., a publicly traded Cayman Islands exempted company whose Class A common shares are listed on Nasdaq and whose principal place of business is Brazil. The controlling shareholder of XP Inc. is XP Control LLC, which owns 66.2% of the aggregate voting power of the Class A common shares and Class B common shares of XP Inc. XP Control LLC is a limited liability company formed and registered under the laws of the Cayman Islands and each manager of XP Control LLC is a non-U.S. person and, thus, a foreign person. Therefore, XP Control LLC is controlled by non-U.S. persons and, thus, foreign persons. While XPAC and the Sponsor are controlled by, and have substantial ties with non-U.S. persons, and if the Sponsor Handover is implemented, the New Sponsor may have substantial ties with non-U.S. persons, we believe that it is unlikely that any of the facts or relationships with respect to a potential future Business Combination that we may pursue, would subject such potential Business Combination to regulatory review by a U.S. government entity or authority, including review by CFIUS. Nor do we believe that a potential future Business Combination would ultimately be prohibited if such review was conceivable.

However, there can be no assurances that CFIUS or another U.S. governmental agency will not take a different view of a potential Business Combination or will not choose to review such potential Business Combination, if any. If a potential Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with such potential Business Combination without notifying CFIUS and risk CFIUS intervention, before or after the consummation of such potential Business Combination. In addition, for so long as the Sponsor retains a material ownership interest in XPAC, XPAC may be deemed a “foreign person” under the regulations relating to CFIUS and any potential Business Combination with a U.S. business or foreign business with U.S. subsidiaries that XPAC may wish to pursue may be subject to CFIUS review. In connection with a potential Business Combination, CFIUS could, among other things, (i) decide to block or delay such potential Business Combination, (ii) impose conditions, limitations or restrictions with respect to such potential Business Combination (including, but not limited to, limits on information sharing with investors, requiring a voting trust, governance modifications, or forced divestiture, among other things), or (iii) request the President of the United States to order XPAC to divest all or a portion of any U.S. target business of such potential Business Combination that XPAC acquired without first obtaining CFIUS clearance. In addition, CFIUS may impose penalties if CFIUS believes that the mandatory notification requirement applied to such potential Business Combination. The risk of review by CFIUS may force XPAC’s management to limit the pool of potential target companies to companies that XPAC’s management believes are not subject to CFIUS’s jurisdiction, in which case XPAC’s ability to find a target may be limited. In this regard please see also “Risk Factors — Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination — Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete a Business Combination. If we have not consummated a Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.,” in our Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023.

The process of government review, whether by CFIUS or otherwise, could be lengthy. If we are unable to consummate a potential Business Combination within 24 months from August 3, 2021 (i.e., August 3, 2023), we would, as promptly as reasonably possible but not more than ten business days thereafter, redeem the 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 us to pay our taxes (less up to $100,000 of interest income to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law. In such event, XPAC’s shareholders would miss the opportunity to benefit from an investment in any other target company in a Business Combination and the appreciation in value of such investments. Additionally, XPAC’s warrants would expire worthless.

In addition, CFIUS could choose to review past or proposed transactions involving new or existing foreign investors in XPAC or in the Sponsor, even if a filing with CFIUS is or was not required at the time of the potential Business Combination. Any review and clearance of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and, in the event that CFIUS reviews a potential Business Combination or one or more proposed or existing investments by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to such potential Business Combination or such investors.

In the event the Extension Amendment Proposal is approved and implemented, Nasdaq may delist our securities from trading on its exchange following shareholder redemptions in connection with such amendment, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Class A Ordinary Shares, Units (as defined below) and warrants are listed on the Nasdaq Capital Market of Nasdaq. We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on the Nasdaq Capital Market, which requirements are set forth in Nasdaq Rule 5550. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders of “round lots” of 100 shares), among other requirements. Pursuant to the terms of the Articles, in the event that the Extension Amendment Proposal is approved and implemented, public shareholders may elect to redeem their public shares and, as a result, we may not be in compliance with Nasdaq’s continued listing requirements.

We expect that if our Class A Ordinary Shares fail to meet the continued listing requirements applicable to the Nasdaq Capital Market of Nasdaq, our Units and warrants will also fail to meet the continued listing requirements for those securities. We cannot assure you that any of our ordinary shares, Units or warrants will be able to meet any of Nasdaq’s continued listing requirements following any shareholder redemptions of our public shares in connection with the amendment of our Articles. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Class A Ordinary Shares, Units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

QUESTIONS AND ANSWERS ABOUT THE SHAREHOLDER MEETINGQuestions and Answers About the Shareholder Meeting

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder Meeting (as defined below) and the proposals to be presented at the Shareholder Meeting. The following questions and answers do not include all the information that is important to XPAC’sXPAC shareholders. Shareholders are urged to read carefully this entire proxy statement, including the other documents referred to herein, to fully understand the proposalsproposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting, which will be held on July [●], 2023, at [●] a.m., Eastern Time. The Shareholder Meeting will be held at the offices of [●]XPAC located at [●],55 West 46 Street, 30th Floor, New York, NY 10036, United States, and virtually over the Internet via live webcast, at [●],a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. You can attendparticipate in the meeting, vote, and submit questions virtually over the Internet via live webcast by visiting [●] and enteringyou are able to vote prior to the control number found on your proxy card, voting instruction form or notice included in the proxy materials.Shareholder Meeting by visiting [●].

Following the closing of the closing of XPAC’s initial public offering (the “IPO”) on August 3, 2021 and the partial exercise of the underwriter’s, over-allotment option on August 16, 2021, and the respective concurrent sales of private placement warrants to the Sponsor (the “Private Placement Warrants”), after deducting the underwriting discounts and commissions and IPO expenses, $219,611,310 of the net proceeds from our IPO and certain of the proceeds from the sale of the Private Placement Warrants was placed in the Trust Account. The Memorandum and the partial exercise of the underwriter’s, over-allotment option on August 16, 2021, and the respective concurrent sales of private placement warrants to the Sponsor (the “Private Placement Warrants”), after deducting the underwriting discounts and commissions and IPO expenses, $219,611,310 of the net proceeds from our IPO and certain of the proceeds from the sale of the Private Placement Warrants was placed in a trust account established at the consummation of the IPO that holds the proceeds of the IPO (the “Trust Account”).

Like most blank check companies, XPAC’s Articles of Association provide for the return of the IPO proceeds held in trust to the Public Shareholders if there is no qualifying business combination is consummated within 24 months after the date of the closing of the IPO (i.e., by the Original Termination Date).

The purpose of the Governing Documents Proposal and the Trust Amendment Proposal is to accelerate the Original Termination Date to the Amended Termination Date such that (i) the Public Shareholders may 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 Governing Documents Proposal, without having to wait for approximately another [●] months to do so while continuing to earn minimal interest, if any, on the funds during such waiting period; (ii) XPAC will be obligated to redeem all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date and, subject to the approvalholders of XPAC’s remaining shareholders after completion of the Post-Amendment Share Redemption and the XPAC Board, liquidate and dissolve as promptly as reasonably possible after completion of the Post-Amendment Share Redemption, which will allow XPAC to return the funds to its Public Shareholders earlier and enable these shareholders to recover their investment sooner and deploy such returned funds as they see fit; and (iii) Continental shall commence liquidation of the Trust Account promptly upon the Amended Termination Date. XPAC also plans to voluntarily delist the Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares” or the “Public Warrants and Units from Nasdaq as soon as practicableShares”) sold in the IPO if there is no qualifying Business Combination is consummated within 24 months after completionthe date of the Post-Amendment Share Redemption, subject toclosing of the rules of Nasdaq and the Memorandum and Articles of Association, as amended.IPO (i.e., by August 3, 2023).

After careful consideration of all relevant factors, including, but not limited to,Without the termination of the proposed business combination betweenExtension Amendment, XPAC and SuperBac (as defined below) (the “Proposed SuperBac Business Combination”), prevailing market conditions, the time value of money, and the determination of the XPAC Boardbelieves that it is very unlikely that XPAC wouldwill not be able to complete an initial business combination withconsummate a target other than SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Federative Republic of Brazil (“SuperBac”)Business Combination on or before the Original Termination Date, the XPACAugust 3, 2023. The Board has determined that the Governing Documents Proposal and the Trust Amendment Proposal are in the best interests of XPAC and its shareholders. On this basis, XPAC believes that it is in the best interests of XPAC’s shareholders to amendcontinue XPAC’s existence until August 3, 2024 (the date which is 36 months from the Memorandum and Articlesclosing date of Association and the Trust AgreementXPAC’s IPO), if necessary, in order to accelerate the Original Termination Dateallow XPAC additional time to the Amended Termination Dateconsummate a Business Combination and is therefore holding this Shareholder Meeting.

The Sponsor is currently negotiating a potential Sponsor Handover transaction. The Sponsor currently expects that consummation of the Sponsor Handover would be conditional on, among other things, approval of the Extension Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal. If the Sponsor Handover is consummated, the Sponsor currently expects that 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. See “What is the Sponsor Handover?” and “Am I being asked to vote on a proposal to elect directors?” below.

Shareholders may attend the Shareholder Meeting in person. Due to the current novel coronavirus (“COVID-19”) global pandemic, there are restrictions in place in many jurisdictions relating to the ability to conduct in-person meetings. Therefore, in view of the ongoing COVID-19 pandemic,However, we are taking precautionary measures and therefore encourage you to attend the Shareholder Meeting virtually. You will be permitted to attend the Shareholder Meetingcan participate in person at the offices of [●] only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. The virtual meeting format allows attendance from any location in the world. You can attend the meeting, vote, and submit questions virtually over the Internet via live webcast by visiting [●] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.materials.

Voting by Mail.Mail. By signing and dating the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individual(s) named on the proxy card to vote your shares at the Shareholder Meeting in the manner you indicate. You are encouraged to sign, date and return the proxy card even if you plan to attend the Shareholder Meeting so that your shares will be voted if you are unable to attend the Shareholder Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [●] a.m., Eastern Time, on July [●], 2023, being 48 hours before the time appointed for the holding of the Shareholder Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Shareholder Meeting, your shares (i) will not be counted for the purposes of determining whether a quorum is present at the Shareholder Meeting or whether the Governing Documents Proposal or the Adjournment Proposal (as the case may be) is approved by the requisite votes; and (ii) will have the effect of a vote “AGAINST” the Trust Amendment Proposal at the Shareholder Meeting.

Voting in Person at the Meeting.Meeting. If you attend the Shareholder Meeting and plan to vote in person, you will be provided with a ballot at the Shareholder Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to attend and vote in person at the Shareholder Meeting. If you hold your shares in “street name,” which means your shares are held of record by a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Meeting and vote in person, you will need to bring to the Shareholder Meeting a legal proxy from your bank, broker or nominee authorizing you to vote these shares.

Voting Electronically viaElectronically. If your shares are held in “street name” by a broker or other agent, you have the Internet. You may attend, vote and examine the list of shareholders entitledright to direct your broker or other agent on how to vote at the Shareholder Meeting by visiting [●] and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.materials and you are able to vote prior to the Shareholder Meeting by visiting [●]. Please see the question “How do I attend the virtual Shareholder Meeting virtually over the Internet via live webcast” below for further information on how to attend the Shareholder Meeting virtually over the Internet via live webcast.

You can pre-register to attend the virtual Shareholder Meeting starting on July [●], 2023 at [●] a.m., Eastern Time (five business days prior to the meeting date) by entering the URL address into your browser [●] and entering your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box during the Shareholder Meeting. At the start of the Shareholder Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

If you hold your shares in “street name,” which means your shares are held of record by a bank, broker or other nominee, you will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting, you will need to have a legal proxy from your bank, broker or other nominee or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. In either case, you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number. Investors should contact their bank, broker or nominee for instructions regarding obtaining a legal proxy.

IfWhether or not you do not have access to Internet, you can listen only to the meeting by dialing [●] (toll-free) (or [●] (standard rates apply) if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number [●]. Please note that you will not be able to vote or ask questions atparticipate in the Shareholder Meeting, ifit is important that you choosevote your shares. We encourage you to participate telephonically.access the virtual Shareholder Meeting prior to the start time and you should allow reasonable time for the check-in procedures.

A separate conference line to allow participants to communicate with each other during the Shareholder Meeting will also be made available.

Each ofThe Articles provide that XPAC has until August 3, 2023 to consummate a Business Combination. If the Governing DocumentsExtension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal are not approved and we do not consummate a Business Combination by August 3, 2023, in accordance with the Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of XPAC’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up.

Unless the Redemption Limitation Amendment Proposal is cross-conditioned onapproved and implemented, we will not proceed with the approvalExtension Amendment if redemptions of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. our Public Shares would cause XPAC’s net tangible assets to be less than $5,000,001.

For more information, please see “Proposal No. 1 — The Governing DocumentsExtension Amendment Proposal,,” “Proposal“Proposal No. 2 — The TrustRedemption Limitation Amendment Proposal,” and “Proposal“Proposal No. 3 — The Name Change Amendment Proposal,” “Proposal No. 4 — The Letter Agreement Amendment Proposal” and “Proposal No. 5 — The Adjournment ProposalProposal.”.”

After careful consideration, the XPAC Board has determined that the Governing DocumentsExtension Amendment Proposal, the TrustRedemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of XPAC and its shareholders and recommends that you vote “FOR” or give instruction to vote “FOR” each of thethese proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of XPAC and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections titled “Proposal No. 1 — The Governing Documents Proposal — Interests of the Sponsor and XPAC’s Directors and Officers,” “Proposal No. 2 — The TrustExtension Amendment Proposal — Interests of the Sponsor and XPAC’s Directors and Officers,,” “Proposal No. 2 — The Redemption Limitation Amendment Proposal — Interests of the Sponsor and “BeneficialXPAC’s Directors and Officers,” “Proposal No. 3 — The Name Change Amendment Proposal — Interests of the Sponsor and XPAC’s Directors and Officers,” “Proposal No. 4 — The Letter Agreement Amendment Proposal — Interests of the Sponsor and XPAC’s Directors and Officers” and “Beneficial Ownership of SecuritiesSecurities”” for a further discussion of these considerations.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

InThe Sponsor currently expects that consummation of the Sponsor Handover would involve the election or designation of directors constituting a majority of the directors of XPAC otherwise than at a meeting of shareholders of XPAC. Therefore, pursuant to Section 14(f) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14f-1 thereunder, XPAC would be required to file with the SEC and mail to its shareholders an information statement on Schedule 14f-1 in connection with any such change in the terminationmajority of the Proposed SuperBac Business Combination, on May 3, 2023,directors of XPAC (the “Schedule 14F”), which change is not permitted to become effective prior to the XPAC Board held a video conference meetingdate that was also attended by XPAC’s management team. Duringis ten days after the meeting, the XPAC Board and XPAC’s management team discussed a number of topics as a resultmailing of the proposed terminationSchedule 14F. XPAC currently expects that the Schedule 14F would be filed with the SEC and mailed to its shareholders substantially concurrently with the filing and mailing of the Proposed SuperBac Business Combination, as further described the section titled “Proposal No. 1 — The Governing Documents Proposal — Reasons for the Governing Documents Proposal” of this proxy statement.

OnMay 3, 2023, 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 due to the factors referred to above; (iii) determined that it is in the best interests of XPAC and its shareholders to accelerate the Original Termination Date to 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 in order to consider and vote upon the Governing Documents Proposal, the Trust Amendment Proposal and the Adjournment Proposal.

For further information, see the section titled “Proposal No. 1 — The Governing Documents Proposal — Reasons for the Governing Documents Proposal”definitive version of this proxy statement.

The TrustPursuant to the Letter Agreement currently providesAmendment, the parties are agreeing that Continentalthe transfer restrictions on the Class B Ordinary Shares and Private Placement Warrants shall commence liquidationnot apply to direct or indirect transfers to [●] (which we referred to herein as the New Sponsor) or its affiliates.

As the Letter Agreement was a condition to the IPO, XPAC is seeking shareholder approval to enter into and consummate the Letter Agreement Amendment. In addition, the approval of the Trust Account only and promptly (x) after its receipt of, and only in accordance with, the applicable instruction letter delivered by XPAC in connection with either a closing of an initial business combination or XPAC’s inability to effect an initial business combination within the time frame specified in the Memorandum and Articles of Association or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by XPAC’s shareholders in accordance with the Memorandum and Articles of Association, if the aforementioned termination letter has not been received by Continental prior to such date. If the TrustLetter Agreement Amendment Proposal is approved, Continental shall commence liquidation of the Trust Account only and promptly (x) after its receipt of, and only in accordance with, the applicable instruction letter delivered by XPAC in connection with eitherexpected to be a closing of an initial business combination or XPAC’s inability to effect an initial business combination within the time frame specified in the Memorandum and Articles of Association or (y) upon the Amended Termination Date, if the aforementioned termination letter has not been received by Continental prior to such date.

The XPAC Board believes that the current provisions of the Memorandum and Articles of Association and the existing Trust Agreement described above were included to protect XPAC’s shareholders from having to sustain their investment for an unreasonably long period if XPAC were unable to find a suitable initial business combination target in the timeframe contemplated by the Memorandum and Articles of Association. However, even though the XPAC Board has determined that it is very unlikely that XPAC would be able to complete an initial business combination with a target other than SuperBac before the Original Termination Date, in the absence of a resolution passed pursuant to the Companies Act (As Revised) of the Cayman Islands to commence the voluntary liquidation of XPAC priorcondition to the consummation of a business combination, XPAC is not permitted by the Memorandum and Articles of Association and the existing Trust Agreement to return the funds in the Trust Account to the Public Shareholders by way of liquidating the Trust Account until after the Original Termination Date, and the Public Shareholders may only exercise their redemption rights in connection with a shareholder vote on a proposed business combination or upon the approval of an amendment to any provision of the Memorandum and Articles of Association relating to the rights of holders of Class A Ordinary Shares.Sponsor Handover.

The purpose of the Governing Documents Proposal and the Trust Amendment Proposal is to accelerate the Original Termination Date to the Amended Termination Date such that (i) the Public Shareholders may 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 Governing Documents Proposal, without having to wait for approximately another [●] months to do so while continuing to earn minimal interest, if any, on the funds during such waiting period; (ii) XPAC will be obligated to redeem all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date 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 as promptly as reasonably possible after completion of the Post-Amendment Share Redemption, which will allow XPAC to return the funds to its Public Shareholders earlier and enable these shareholders to recover their investment sooner and deploy such returned funds as they see fit; and (iii) Continental shall commence liquidation of the Trust Account promptly upon the Amended Termination Date. XPAC also plans to voluntarily delist the Class A Ordinary Shares, Public Warrants and Units from Nasdaq as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of Nasdaq and the Memorandum and Articles of Association, as amended. As a result of the liquidation process, all investors will lose the potential investment in a target company, any price appreciation in the combined company and all Public Warrants and Private Placement Warrants will expire worthless.

For further details about the reasons for the Governing Documents Proposal and the Trust Amendment Proposal, see the sections titled “Proposal No. 1 — The Governing Documents Proposal — Reasons for the Governing Documents Proposal” and “Proposal No. 2 — The Trust Amendment Proposal — Reasons for the Trust Amendment Proposal,” respectively, of this proxy statement.

In the event the Governing Documents Proposal and the Trust Amendment Proposal are not approved or implemented and XPAC is unable to complete a business combination on or before the Original Termination Date, XPAC will dissolve and liquidate in accordance with the Memorandum and Articles of Association.

The approvalApproval of each of the TrustLetter Agreement Amendment Proposal requires, under the Trust Agreement, the affirmative vote of at least 65% of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either (x) based upon the tabulated vote at the time of the Shareholder Meeting there are not sufficient votes to approve the Governing Documents Proposal and/or the Trust Amendment Proposal at the Shareholder Meeting or (y) if the XPAC Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Governing Documents Proposal and/or the Trust Amendment Proposal.

The Trust Agreement currently provides that Continental shall commence liquidationWhether a holder of Public Shares votes in favor of or against the Trust Account only and promptly (x) after its receipt of, and only in accordance with, the applicable instruction letter delivered by XPAC in connection with either a closing of an initial business combination or XPAC’s inability to effect an initial business combination within the time frame specified in the Memorandum and Articles of Association or (y) upon the date that is the later of the Original Termination Date and such later date as may be approved by XPAC’s shareholders in accordance with the Memorandum and Articles of Association, if the aforementioned termination letter has not been received by Continental prior to such date. If the TrustExtension Amendment Proposal, if such proposal is approved Continental shall commence liquidation ofand implemented, the Trust Account only and promptly (x) after its receipt of, and only in accordance with, the applicable instruction letter delivered by XPAC in connection with either a closing of an initial business combination or XPAC’s inability to effect an initial business combination within the time frame specified in the Memorandum and Articles of Association or (y) upon the Amended Termination Date, if the aforementioned termination letter has not been received by Continental prior to such date.

In the absence of a resolution passed pursuant to the Companies Act (As Revised) of the Cayman Islands to commence the voluntary liquidation of XPAC prior to the consummation of a business combination, XPACholder may, but is not permitted by the Memorandum and Articles of Association and the existing Trust Agreement to return the funds in the Trust Account to the Public Shareholders by way of liquidating the Trust Account until after the Original Termination Date, and the Public Shareholders may only exercise their redemption rights in connection with a shareholder vote on a proposed business combination or upon the approval of an amendment to any provision of the Memorandum and Articles of Association relating to the rights of holders of Class A Ordinary Shares.

The purpose of the Governing Documents Proposal and the Trust Amendment Proposal is to accelerate the Original Termination Date to the Amended Termination Date such that (i) the Public Shareholders may electrequired to, redeem all or a portion of theirits Public Shares for a per-share price, payable in exchange for their pro rata portion ofcash, equal to the funds heldaggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding Public Shares. Unless the Redemption Limitation Amendment Proposal is approved and implemented, we will not proceed with the Extension Amendment if redemptions of our Public Shares would cause XPAC to exceed the Redemption Limitation. By eliminating the Redemption Limitation, we make it more likely that we will proceed with the Extension Amendment and have the opportunity to consummate a Business Combination.

If holders of Public Shares do not elect to redeem their Public Shares, such holders will retain redemption rights in connection with any future Business Combination we may propose. Assuming the approval ofExtension Amendment Proposal is approved and implemented, we will have until the Governing Documents Proposal, without havingArticles Extension Date to wait for approximately another [●] months to do so while continuing to earn minimal interest, if any, on the funds during such waiting period; (ii) XPAC will be obligated to redeem all remaining issued and outstanding Public Shares not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date 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 as promptly as reasonably possible after completion of the Post-Amendment Share Redemption, which will allow XPAC to return the funds to its Public Shareholders earlier and enable these shareholders to recover their investment sooner and deploy such returned funds as they see fit; and (iii) Continental shall commence liquidation of the Trust Account promptly upon the Amended Termination Date. XPAC also plans to voluntarily delist the Class A Ordinary Shares, Public Warrants and Units from Nasdaq as soon as practicable after completion of the Post-Amendment Share Redemption, subject to the rules of Nasdaq and the Memorandum and Articles of Association, as amended. Asconsummate a result of the liquidation process, all investors will lose the potential investment in a target company, any price appreciation in the combined company and all Public Warrants and Private Placement Warrants will expire worthless.Business Combination.

After careful consideration of all relevant factors, including, but not limited to, the termination of the Proposed SuperBac Business Combination, prevailing market conditions, the time value of money, and the determination of the XPAC Board that it is very unlikely that XPAC would be able to complete an initial business combination with a target other than SuperBac before the Original Termination Date, the XPAC Board has determined that the Governing Documents Proposal and the Trust Amendment Proposal are in your best interests and recommends that you vote or give instruction to vote “FOR” the Governing Documents Proposal and the Trust Amendment Proposal.

For further details about the reasons for the Governing Documents Proposal and the Trust Amendment Proposal, see the sections titled “Proposal No. 1 — The Governing Documents Proposal — Reasons for the Governing Documents Proposal” and “Proposal No. 2 — The Trust Amendment Proposal — Reasons for the Trust Amendment Proposal,” respectively, of this proxy statement.

XPAC may also move to adjourn the Shareholder Meeting in the event that the XPAC Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Governing Documents Proposal and/or the Trust Amendment Proposal. In that event, XPAC will ask its shareholders to vote only upon the Adjournment Proposal and not on the Governing Documents Proposal or the Trust Amendment Proposal.

If presented, the XPAC Board recommends that you vote in favor of the Adjournment Proposal.

If you attend the Shareholder Meeting in person or by proxy, you may vote “AGAINST” the Governing DocumentsExtension Amendment Proposal, the TrustRedemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal or the Adjournment Proposal, and your Ordinary Shares will be counted for the purposes of determining whether the Governing DocumentsExtension Amendment Proposal, the TrustRedemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal or the Adjournment Proposal (as the case may be) isare approved.

However, if you fail to return your proxy card, or if you fail to attend the Shareholder Meeting in person or by proxy, or if you do attend the Shareholder Meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the Shareholder Meeting, (a) with respect to the Governing Documents Proposal and the Adjournment Proposal, your Ordinary Shares will not be counted for the purposes of determining whether the Governing DocumentsExtension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal or the Adjournment Proposal (as the case may be) isare approved, and your Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes; and (b) with respect to the Trust Amendment Proposal, your Ordinary Shares will have the effect of a vote “AGAINST” the Trust Amendment Proposal at the Shareholder Meeting.votes.

If the Governing DocumentsExtension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal and the TrustLetter Agreement Amendment Proposal are approved and, following redemptions in connection with the Extension Amendment, XPAC adheres to the continued listing requirements of Nasdaq, the Adjournment Proposal will not be presented for a vote.

The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.

If the Governing DocumentsExtension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal are not approved, and a Business Combination is not approved at the Shareholder Meeting or at any adjournment thereof or is not implemented, and a business combination is not completedconsummated on or before the Original Termination Date, then as contemplated by and in accordance with the Memorandum and Articles of Association, XPAC willwill: (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, completeredeem 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’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 of clauses (ii) and (iii) to XPAC’s obligations under Cayman Islands law to provide for claims of creditors and theto requirements of other applicable law.

In addition, each of the Governing Documents Proposal and There will be no redemption rights or liquidating distributions from the Trust Amendment Proposal is cross-conditioned onAccount with respect to XPAC’s warrants, which will expire worthless in the approval of each other.event XPAC dissolves and liquidates the Trust Account.

However, pursuant to its Memorandum and Articles of Association, XPAC will not implementIf the Governing Documents Proposal if XPAC will not have at least $5,000,001 of net tangible assets upon its implementation of the Governing Documents Proposal, after taking into account the Voluntary Redemption.

In addition, if the Governing DocumentsExtension Amendment Proposal is approved and implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares in the Voluntary Redemption will reduce the amount remaining in the Trust Account and increase the percentage interest of XPAC held by the Initial Shareholders. In addition, XPAC’s officer, directors,Articles provide that XPAC cannot redeem or repurchase Public Shares to the Sponsorextent such redemption would result in XPAC’s failure to have at least $5,000,001 of net tangible assets. As a result, unless the Redemption Limitation Amendment Proposal is approved and implemented, XPAC will not proceed with the Extension Amendment if XPAC will not have at least $5,000,001 of net tangible assets upon its affiliates.implementation of the Extension Amendment, after taking into account the Redemptions.

Votes will be counted by the inspector of election appointed for the Shareholder Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The approval of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Name Change Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting. Approval of each of the Letter Agreement Amendment Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

Shareholders who attend the Shareholder Meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the Shareholder Meeting. The presence, in person or by proxy or by duly authorized representative, at the Shareholder Meeting of the holders of a majority of all issued and outstanding Ordinary Shares entitled to vote at the Shareholder Meeting shall constitute a quorum for the Shareholder Meeting.

At the Shareholder Meeting, only those votes which are actually cast, either “FOR” or “AGAINST”“AGAINST,” the Governing DocumentsExtension Amendment Proposal, the TrustRedemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Governing DocumentsExtension Amendment Proposal, the TrustRedemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal or the Adjournment Proposal (as the case may be) isare approved, and any Ordinary Shares which are not voted at the Shareholder Meeting will have no effect on the outcome of such votes.

Abstentions and any broker non-votes whilewill be considered present for the purposes of establishing a quorum (a)but, as a matter of Cayman Islands law, will not count asconstitute votes cast at the Shareholder Meeting and therefore will have no effect on the outcomeapproval of each of the vote on the Governing Documents Proposal or the Adjournment Proposal; and (b) will have the effectproposals as a matter of a vote “AGAINST” the Trust Amendment Proposal.Cayman Islands law.

Under theNasdaq rules, of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determinesare determined to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Shareholder Meeting are “non-routine” matters and therefore, XPAC does not expect there to be any broker non-votes at the Shareholder Meeting.

If you holdare a XPAC shareholder holding your shares in “street name” and you do not instruct your broker, bank broker or other nominee on how to vote your shares, your broker, bank broker or other nominee will not vote your shares on the Governing DocumentsExtension Amendment Proposal, the TrustRedemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the Shareholder Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

Holders who intendof Units must elect to exercise their redemption rights in connection withseparate the Voluntary Redemption must complete the procedures for electing to redeem theirunderlying Class A Ordinary Shares in the manner described aboveand Public Warrants prior to [●] a.m., Eastern Time, on [●], 2023 (two business days beforeexercising redemption rights with respect to the Shareholder Meeting)Class A Ordinary Shares. If holders hold their Units in order foran account at a brokerage firm or bank, holders must notify their shares to be redeemed.

If you hold your Public Shares in “street name,” you will have to coordinate with your bank, broker or other nomineebank that they elect to haveseparate the shares you beneficiallyUnits into the underlying Class A Ordinary Shares and Public Warrants, or if a holder holds Units registered in its own certificatedname, the holder must contact the Transfer Agent directly and delivered electronically.instruct it to do so.

In connection with the approval of the Governing DocumentsExtension Amendment Proposal, any Public Shareholderholder of Class A Ordinary Shares will be entitled to request that their PublicClass A Ordinary Shares be redeemed for a per-shareper share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the Shareholder Meeting, 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 anyits taxes, payable), divided by the number of then-outstanding PublicClass A Ordinary Shares. As of July [●], 2023, the Record Date,most recent practicable date prior to the date of this proxy statement, this would have amounted to approximately $[●] per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Shareholders.public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to the Public Shareholderspublic shareholders electing to redeem their Class A Ordinary Shares in the Voluntary Redemption will be distributed promptly after the Shareholder Meeting.

Any request for Voluntary Redemption,redemption, once made by a Public Shareholder,holder of Class A Ordinary Shares, may be withdrawn (withat any time until the deadline for exercising redemption requests and thereafter, with the consent of the XPAC Board (which it may do in whole or in part)) at any time up to [●] a.m., Eastern Time, on [●], 2023 (the “Voluntary Redemption Withdrawal Deadline”).Board. If you tender or deliver your shares (and share certificates (if any) and other redemption forms) for Voluntary Redemptionredemption to the Transfer Agent and later decide prior to the Shareholder Meeting not to elect redemption, you may request before the Voluntary Redemption Withdrawal Deadline that XPAC instruct the Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the Voluntary Redemption Withdrawal Deadline. After this time, a requestdeadline for Voluntary Redemption may not be withdrawn unless the XPAC Board determines (in its sole discretion) to permit the withdrawal of suchexercising redemption request (which it may do in whole or in part). Such a request must be made by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.requests.

Any corrected or changed written exercise of redemption rights in connection with the Voluntary Redemption must be received by the Transfer Agent prior to the deadline for exercising redemption requests in connectionand, thereafter, with the Voluntary Redemption and, thereafter, prior toconsent of the Voluntary Redemption Withdrawal Deadline.Board. No request for such redemption will be honored unless the holder’s shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to the Transfer Agent prior to [●] a.m.by 5:00 p.m., Eastern Time, on July [●], 2023 (two business days beforeprior to the initially scheduled date of the Shareholder Meeting).

If a Public Shareholderholder of Class A Ordinary Shares properly makes a request for Voluntary Redemptionredemption and the Class A Ordinary Shares (and share certificates (if any) and other redemption forms) are tendered or delivered as described above, and the Governing Documents Proposal is approved and implemented, then, XPAC will redeem such Class A Ordinary Shares for a pro rata portion of funds deposited 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), calculated as of two business days prior to the Shareholder Meeting.

If you are a Public Shareholder exercises his, her or its redemption rights in connection with the Voluntary Redemption, then he, she or it will be exchanging his, her or itsholder of Class A Ordinary Shares for cash and you exercise your redemption rights, it will no longer own those shares.not result in the loss of any Public Warrants that you may hold.

In addition, if the Governing Documents Proposal is approved and implemented, and because XPAC will not be able to complete an initial business combination by the Amended Termination Date, XPAC will be obligated to complete the redemption of all the remaining issued and outstanding Public Shares that were not redeemed in the Voluntary Redemption as promptly as reasonably possible but not more than ten business days after the Amended Termination Date, at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of the Amended Termination Date (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 remaining issued and outstanding Public Shares after completion of the Voluntary Redemption. As of the close of business on the Amended Termination Date, all remaining issued and outstanding Public Shares (after taking into account the Voluntary Redemption) will be deemed cancelled and will represent only the right to receive the redemption amount. The redemption amount will be payable to the holders of these remaining Public Shares upon presentation of their respective share certificates (if any) and other redemption forms or other delivery of their shares to the Transfer Agent. Beneficial owners of such Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. Upon the completion of the Post-Amendment Share Redemption, the Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) will be extinguished.

[●]Morrow Sodali LLC

[●]333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902, United States

Telephone: [•]Individuals Call Toll-Free: (800) 662-5200

Banks and brokers: [•]Brokers Call: (203) 658-9400

Email: [•]xpax.info@investor.morrowsodali.com

You may also contact XPAC at:

XPAC Acquisition Corp.
55 West 46th Street, 30th Floor
New York, NY 10036
United States
Email: xpac@xpi.com.br

You also may obtain additional information about XPAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a Public Shareholderpublic shareholder and you intend to seek redemption of your shares, you will need to deliver your Class A Ordinary Shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the Transfer Agent at the address below prior to [●] a.m.5:00 p.m., Eastern Time, on July [●], 2023 (two business days prior to the date of the Shareholder Meeting). If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004-1561
E-mail: proxy@continentalstock.com

EXTRAORDINARY GENERAL MEETING OF XPAC’S SHAREHOLDERSExtraordinary General Meeting

This proxy statement is being provided to XPAC’sXPAC shareholders as part of a solicitation of proxies by the XPAC Board for use at the extraordinary general meeting of XPAC’s shareholdersXPAC Shareholders to be held on July [●], 2023, and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about July [●], 2023, to all shareholders of record of XPAC as of the close of business on [●],June 29, 2023, the Record Date for the Shareholder Meeting. Shareholders of record who owned Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Shareholder Meeting.

Date, Time and Place of Shareholder Meeting

The Shareholder Meeting will be held on July [●], 2023 at [●] a.m., Eastern Time, at the offices of [●]XPAC located at [●],55 West 46 Street, 30th Floor, New York, NY 10036, United States, and virtually over the Internet via live webcast, at [●],a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Shareholders may attend the Shareholder Meeting in person. However, in view of the ongoing COVID-19 pandemic, we are taking precautionary measures and therefore encourage you to attend the Shareholder Meeting virtually. You will be permitted to attend the Shareholder Meeting in person at the offices of [●] only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. The virtual meeting format allows attendance from any location in the world.

You can pre-register to attend the virtual Shareholder Meeting starting on July [●], 2023 at [●] a.m., Eastern Time (five business days prior to the meeting date) by entering the URL address into your browser [●] and entering your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box during the Shareholder Meeting. At the start of the Shareholder Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Shareholder Meeting.

If you hold your shares in “street name,” which means your shares are held of record by a bank, broker or other nominee, you will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Shareholder Meeting, you will need to have a legal proxy from your bank, broker or other nominee or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number. Investors should contact their bank, broker or nominee for instructions regarding obtaining a legal proxy.

If you do not have access to Internet, you can listen only to the meeting by dialing [●] (toll-free) (or [●] (standard rates apply) if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number [●]. Please note that you will not be able to vote or ask questions at the Shareholder Meeting if you choose to participate telephonically.

A separate conference line to allow participants to communicate with each other during the Shareholder Meeting will also be made available.

The Proposals at the Shareholder Meeting

At the Shareholder Meeting, XPAC’sXPAC shareholders will consider and vote on the following proposals:

Each of the Governing Documents Proposal and the Trust Amendment Proposal is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. If the Governing Documents Proposal and the Trust Amendment Proposal are approved at the Shareholder Meeting, the Adjournment Proposal will not be presented.

Voting Power; Record Date

As a shareholder of XPAC, you have a right to vote on certain matters affecting XPAC. The proposals that will be presented at the Shareholder Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Meeting if you owned Ordinary Shares at the close of business on [●],June 29, 2023, which is the Record Date for the Shareholder Meeting. You are entitled to one vote for each Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 21,961,131 issued and outstanding Class A Ordinary Shares held by the Public Shareholderspublic shareholders and 5,490,283 Class B Ordinary Shares held by the initial shareholders.Initial Shareholders.

Recommendation of the XPAC Board

THE XPAC BOARD RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESETHE PROPOSALS

Quorum

The presence (which would include presence at the virtual Shareholder Meeting), in person or by proxy, or if a corporation or other non-natural person by its duly authorized representative or proxy, of the holders ofshareholders holding a majority of the issued and outstanding Ordinary Shares entitled to vote at the Shareholder Meeting constitutes a quorum at the Shareholder Meeting. Abstentions and any broker non-votes will be considered present for the purposes of establishing a quorum. TheAs of the Record Date, 13,725,708 Ordinary Shares held by the Sponsor and XPAC’s independent directors,would be required to achieve a quorum. The Initial Shareholders, who own approximately 20% of the issued and outstanding Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Initial Shareholders, an additional 8,235,425 Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.

Abstentions and Broker Non-Votes

Abstentions and any broker non-votes (as described below) will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and therefore (a) will not count as votes cast at the Shareholder Meeting and will have no effect on the outcomeapproval of any of the vote on the Governing Documents Proposal or the Adjournment Proposal; and (b) will have the effect of a vote “AGAINST” the Trust Amendment Proposalproposals voted upon at the Shareholder Meeting.

Under Nasdaq rules, if a shareholder holds their shares in “street” name“street name” through a bank, broker or other nominee and the shareholder does not instruct their broker, bank broker or other nominee how to vote their shares on a proposal, the broker, bank broker or other nominee has the authority to vote the shares in its discretion on certain “routine” matters. However, banks, brokers and other nominees are not authorized to exercise their voting discretion on any “non-routine” matters. This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting, of shareholders, (ii) there are one or more “non-routine” proposals to be voted on at the meeting for which the bank, broker or other nominee does not have authority to vote without instructions from the beneficial owner of the shares and (iii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter.

We believe that all of the proposals to be voted on at the Shareholder Meeting will be considered non-routine matters. As a result, if you hold your shares in street“street name,” your bank, brokerage firm or other nominee cannot vote theyour shares you beneficially own on any of the proposals to be voted on at the Shareholder Meeting without your instruction.

Because all of the proposals to be voted on at the Shareholder Meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we doXPAC does not expect there to be any broker non-votes at the Shareholder Meeting.

Vote Required for Approval

The approval of each of the Governing DocumentsExtension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Name Change Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

The approvalApproval of each of the TrustLetter Agreement Amendment Proposal requires the affirmative vote of at least 65% of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the Shareholder Meeting.

The Initial Shareholders intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of this proxy statement, the Initial Shareholders own approximately 20% of the issued and outstanding Ordinary Shares.

The following table reflects the number of additional Public Shares required to approve each proposal: