Item 7.01 Regulation FD Disclosure.
As previously disclosed in
the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2022,
XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“XPAC”)
entered into a Business Combination Agreement on April 25, 2022 (the “Business Combination Agreement”) with
(i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”),
(ii) BAC1 Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned
subsidiary of PubCo (“Merger Sub 1”), (iii) BAC2 Holdings Inc., an exempted company limited by shares incorporated
under the laws of the Cayman Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”), and (iv)
SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of Brazil (“SuperBac”) (the
transactions contemplated thereby, the “Business Combination”). As contemplated by the Business Combination
Agreement, on November 7, 2022, Newco BAC Holdings, Inc., an exempted company limited by shares incorporated under the laws of the Cayman
Islands (“Newco”) became a party to the Business Combination Agreement by executing and delivering a joinder
to the Business Combination Agreement.
As previously disclosed in
the Current Report on Form 8-K filed with the SEC on December 2, 2022, XPAC, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac, entered
into the First Amendment Agreement to the Business Combination Agreement (“Amendment Agreement to the Business Combination
Agreement”), pursuant to which the parties thereto amended the Business Combination Agreement to extend the date by which
either XPAC or SuperBac can terminate the Business Combination Agreement if the transactions contemplated thereby have not been consummated
by such date from November 21, 2022 to January 31, 2023 (and if such date is not a business day, then the next following business day).
On December 19, 2022, SuperBac
held an ordinary and extraordinary general meeting of its shareholders (the “December 2022 Shareholder Meeting”)
for the purposes of (i) approving in an ordinary general meeting of its shareholders, SuperBac’s financial statements for the year
ended December 31, 2021 and the total remuneration of SuperBac’s directors for the 2022 fiscal year, and (ii) approving in an extraordinary
general meeting of its shareholders, the entry into of the Amendment Agreement to the Business Combination Agreement, and the terms and
conditions of a proposed issuance of non-convertible debt by Superbac Indústria e Comércio de Fertilizantes S.A. (a wholly-owned
subsidiary of SuperBac) (including the collateral and/or guarantees of such debt) in an aggregate principal amount not to exceed the equivalent
in Brazilian reais of US$ 50.0 million. Each of the matters to be approved by SuperBac’s shareholders in the December 2022
Shareholder Meetings was duly approved.
SuperBac is required by applicable
law to file the minutes of the December 2022 Shareholder Meeting with the Board of Trade of the State of São Paulo (the “Board
of Trade”). In due course, the Board of Trade is expected to publish the minutes of the December 2022 Shareholder Meeting
in the original Portuguese language, and an English translation of such minutes is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
Additional Information about the Proposed Business Combination
and Where to Find It
The proposed Business Combination
will be submitted to the shareholders of XPAC for their consideration. On July 11, 2022, PubCo filed with the SEC a registration statement
on Form F-4, which registration statement was amended on September 21, 2022 and December 2, 2022 (as amended from time to time, the “Registration
Statement”). The Registration Statement includes a preliminary proxy statement to be distributed to XPAC’s shareholders
in connection with XPAC’s solicitation for proxies for the vote by XPAC’s shareholders in connection with the proposed Business
Combination and other matters as described in the Registration Statement, and a preliminary prospectus relating to the offer of the securities
to be issued in connection with the completion of the proposed Business Combination. After the Registration Statement has been declared
effective, XPAC will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date
established for voting on the proposed Business Combination. XPAC’s shareholders and other interested persons are advised to read
the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus,
and documents incorporated by reference therein filed in connection with XPAC’s solicitation
of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed Business Combination, because
these documents do and will contain important information about XPAC, SuperBac and PubCo and the proposed Business Combination. Shareholders
may also obtain a copy of the preliminary proxy statement/prospectus and, once available, the definitive proxy statement/prospectus, as
well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with the SEC by XPAC,
without charge, at the SEC’s website located at www.sec.gov or by written request sent to 55 West 46th Street, 30th Floor, New York,
NY 10036.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
XPAC, SuperBac, PubCo and
certain of their respective directors, executive officers and other members of management, employees and consultants may, under SEC rules,
be deemed to be participants in the solicitations of proxies from XPAC’s shareholders in connection with the proposed Business Combination.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of XPAC’s shareholders in
connection with the proposed Business Combination are set forth in the preliminary proxy statement/prospectus which forms part of the
Registration Statement. You can find more information about XPAC’s directors and executive officers and their respective interests
in XPAC in XPAC’s final prospectus that forms a part of XPAC’s Registration Statement on Form S-1 (Reg No. 333-256097), filed
with the SEC pursuant to Rule 424(b)(4) on August 2, 2021 (the “Prospectus”). Additional information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests are included in the preliminary proxy
statement/prospectus which forms part of the Registration Statement. Shareholders, potential investors and other interested persons should
read the definitive proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You
may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
This communication relates
to a potential financing through a private placement of common stock of a newly formed holding company to be issued in connection with
the transaction. This communication shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange
Act of 1934, as amended. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act, as amended, or an applicable exemption from the registration requirements thereof.
Forward-Looking Statements
The information in this communication
includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995.
Forward-looking statements
may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”,
“may”, “predict”, “should”, “would”, “potential”,
“seem”, “future”, “outlook” or other similar expressions (or
negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not limited to, statements regarding XPAC’s, SuperBac’s,
and PubCo’s estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations
and timing related to product development, commercialization, commercial models, business growth and expansion, as well as discussion
of SuperBac’s business plan in general, potential benefits of the transaction, potential financings to be obtained by SuperBac in
the ordinary course of business or any equity or debt financings to be obtained in connection with the Business Combination and the satisfaction
of conditions to closing of the Business Combination, including the Minimum Cash Condition. These statements are based on various assumptions,
whether or not identified in this communication, and on the current expectations of XPAC’s, SuperBac’s and PubCo’s management
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, and
such differences may be material. Many actual events and circumstances are beyond the control of XPAC, SuperBac and PubCo.
These forward-looking statements
are subject to a number of risks and uncertainties, including those factors discussed in the Prospectus, and XPAC’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 30, 2022, as amended by
an amendment filed with the SEC on September 9, 2022, in each case, under the heading “Risk Factors,” and
other documents that XPAC has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that
XPAC, SuperBac and PubCo do not presently know or that XPAC, SuperBac, and PubCo do not currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect
XPAC’s, SuperBac’s, and PubCo’s expectations, plans or forecasts of future events and views as of the date of this communication.
XPAC, SuperBac, and PubCo anticipate that subsequent events and developments will cause XPAC’s, SuperBac’s, and PubCo’s
assessments to change. However, while XPAC, SuperBac and PubCo may elect to update these forward-looking statements at some point in the
future, XPAC, SuperBac and PubCo specifically disclaim any obligation to do so. These forward-looking statements should not be relied
upon as representing XPAC’s, SuperBac’s or PubCo’s assessments as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the forward-looking statements.