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XPAC Acquisition Corp. - XPAX

  • Commons

    $9.73

    +0.10%

    XPAX Vol: 1.2K

  • Warrants

    $0.55

    +0.00%

    XPAXW Vol: 511.0

  • Units

    $9.89

    +0.00%

    XPAXU Vol: 3.1K

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Rating Count: 0
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SPAC Stats

Market Cap: 212.6M
Average Volume: 19.8K
52W Range: $9.61 - $9.80
Weekly %: -0.10%
Monthly %: +0.52%
Inst Owners: 6

Info

Target: Searching
Days Since IPO: 122
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant
Trust Size: 20000000.0M

Management

Our Management Team — Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have potential conflicts of interest in determining to which entity a particular business opportunity should be presented.” Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. For more information, see the section entitled “Management — Conflicts of Interest.” We do not believe, however, that the fiduciary duties or contractual obligations of our directors or officers will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. As described above, XP, the XP affiliated entities and certain of our managers affiliated with XP are engaged in other businesses and have interests other than the sponsorship of and related interests in our company. These other activities and interests may result in potential conflicts, which may have an adverse effect on us. For a more detailed description of the potential conflicts of interest that may arise, including conflicts potentially impacting the business combination process, see “Proposed Business — Conflicts of Interest — Certain Potential Conflicts of Interest Relating to Affiliation with XP Inc.” There can be no assurance that we, XP and the XP affiliated entities will be able to resolve all conflicts in a manner that is favorable to us, and any such conflicts may have a material adverse effect on us, including our ability to consummate a business combination. Initial Business Combination Nasdaq listing rules require that our initial business combination must be with one or more target businesses that have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting commissions and taxes payable on interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors. We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial 13 TABLE OF CONTENTS number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target business, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If our initial business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of fair market value test. Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. Other Corporate Information We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act. Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter. 14 TABLE OF CONTENTS We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands Government that, in accordance with Section 6 of the Tax Concessions Act of the Cayman Islands, as revised, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us for our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We were incorporated on March 11, 2021 as a Cayman Islands exempted company. Our executive offices are located at 55 West 46th Street, 30th floor, New York, NY 10036 and our telephone number is (646) 664-0501. Upon completion of this offering, our corporate website address will be            . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus is a part. You should not rely on any such information in making your decision whether to invest in our securities. 15 TABLE OF CONTENTS​ SUMMARY FINANCIAL DATA The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented. ​ ​ ​ March 19, 2021 ​ Balance Sheet Data: ​ ​ Actual ​ ​ As Adjusted ​ Working capital (deficiency)(1) ​ ​ ​ $ (93,350) ​ ​ ​ ​ $ 194,013,931 ​ ​ Total assets(2) ​ ​ ​ $ 107,281 ​ ​ ​ ​ $ 201,013,931 ​ ​ Total liabilities(3) ​ ​ ​ $ 93,350 ​ ​ ​ ​ $ 20,865,000 ​ ​ Value of Class A ordinary shares subject to possible redemption(4) ​ ​ ​ $ — ​ ​ ​ ​ $ 175,148,930 ​ ​ Shareholder’s equity(5) ​ ​ ​ $ 13,931 ​ ​ ​ ​ $ 5,000,001 ​ ​ ​ (1) The “as adjusted” calculation includes $200,000,000 cash held in the trust account from the proceeds of this offering and the sale of the private placement warrants, plus $1,000,000 in cash held outside the trust account, plus $13,931 of actual shareholder’s equity as of March 19, 2021, less $7,000,000 of deferred underwriting commissions. ​ (2) The “as adjusted” calculation equals $200,000,000 cash held in the trust account from the proceeds of this offering and the sale of the private placement warrants, plus $1,000,000 in cash held outside the trust account plus $13,931 of actual shareholder’s equity as of March 19, 2021. ​ (3) The “as adjusted” calculation includes $7,000,000 of deferred underwriting commissions and $13,865,000 of warrant liabilities, assuming the underwriter’s over-allotment option is not excercised. ​ (4) The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the “as adjusted” shareholder’s equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001. ​ (5) Excludes 17,514,893 public shares which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of shares of Class A ordinary shares that may be redeemed in connection with our initial business combination (initially $10.00 per share). The actual number of public shares that may be redeemed may exceed this amount as long as we satisfy the $5,000,001 minimum net tangible asset threshold. ​ The “as adjusted” information gives effect to the sale of the units in this offering, the sale of the private placement warrants, repayment of up to an aggregate of $300,000 in loans made to us by our sponsor and the payment of the estimated expenses of this offering and assumes no exercise of the underwriter’s over-allotment option. The “as adjusted” total assets amount includes the $200,000,000 held in the trust account for the benefit of our public shareholders, which amount, less deferred underwriting commissions, will be available to us only upon the completion of our initial business combination within 24 months from the closing of this offering. The “as adjusted” total assets include $7,000,000 being held in the trust account representing deferred underwriting commissions. The underwriter will not be entitled to any interest accrued on the deferred underwriting discounts and commissions. If no business combination is completed within 24 months from the closing of this offering, the proceeds 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, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period. However, if our initial shareholders, directors and officers acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period. 16 TABLE OF CONTENTS​ THE OFFERING In making your decision whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors” of this prospectus. Securities offered 20,000,000 units (or 23,000,000 units if the underwriter’s over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: • one Class A ordinary share; and ​ • one-third of one redeemable warrant. ​ Proposed Nasdaq symbols Units: “XPAXU” Class A ordinary shares: “XPAX” Warrants: “XPAXW” Trading commencement and separation of Class A ordinary shares and warrants The units will begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination. Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet of the company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter’s over-allotment option is exercised following the initial filing of such Current Report on 17 TABLE OF CONTENTS Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter’s over-allotment option. Units: Number issued and outstanding before this offering 0 Number issued and outstanding after this offering 20,000,000(1) Ordinary shares: Number issued and outstanding before this offering 5,750,000(2)(3) Number issued and outstanding after this offering 25,000,000(1)(3)(4) Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering 4,000,000(1) Number of warrants to be outstanding after this offering and the sale of private placement warrants 10,666,667(1) Exercisability Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued upon separation o

Holder Stats

1 0
% of Shares Held by All Insider 0.00%
% of Shares Held by Institutions 10.77%
% of Float Held by Institutions 10.77%
Number of Institutions Holding Shares 6

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-16 Oaktree Capital Management LP 200,000 $1,940,000 0.0% 0 0.729%
2021-11-16 Whitebox Advisors LLC 121,447 $1,180,000 0.0% 0 0.442%
2021-11-15 Ancora Advisors LLC 27,800 $270,000 0.0% 0 0.101%
2021-11-15 Marshall Wace LLP 399,768 $3,860,000 0.0% 0 1.456%
2021-11-10 Goldman Sachs Group Inc. 23,071 $220,000 0.0% 0 0.084%
2021-11-10 MMCAP International Inc. SPC 342,000 $3,320,000 0.2% 0 1.246%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q FORM 10-Q 2021-11-12 https://www.sec.gov/Archives/edgar/data/1853397/000110465921138221/xpax-20210930x10q.htm
8-K FORM 8-K 2021-09-17 https://www.sec.gov/Archives/edgar/data/1853397/000110465921116890/tm2127676d1_8k.htm
10-Q FORM 10-Q 2021-09-13 https://www.sec.gov/Archives/edgar/data/1853397/000110465921115083/xpax-20210630x10q.htm
10-Q FORM 10-Q 2021-09-13 https://www.sec.gov/Archives/edgar/data/1853397/000110465921115071/xpax-20210331x10q.htm
8-K FORM 8-K 2021-08-25 https://www.sec.gov/Archives/edgar/data/1853397/000110465921109320/tm2125839d1_8k.htm
SC 13D/A SCHEDULE 13D/A 2021-08-20 https://www.sec.gov/Archives/edgar/data/1853397/000110465921108151/tm2125574d1_sc13da.htm
4 OWNERSHIP DOCUMENT 2021-08-20 https://www.sec.gov/Archives/edgar/data/1853397/000110465921108147/xslF345X03/tm2125573-1_4seq1.xml
SC 13D SC 13D 2021-08-13 https://www.sec.gov/Archives/edgar/data/1853397/000110465921105156/tm2125057d1_sc13d.htm
SC 13G SC 13G 2021-08-11 https://www.sec.gov/Archives/edgar/data/1853397/000119312521243427/d186231dsc13g.htm
SC 13G 2021-08-09 https://www.sec.gov/Archives/edgar/data/1853397/000117266121001600/truxt-xpaxu073021.htm
8-K FORM 8-K 2021-08-09 https://www.sec.gov/Archives/edgar/data/1853397/000110465921102254/tm2111449d15_8k.htm
4 OWNERSHIP DOCUMENT 2021-08-05 https://www.sec.gov/Archives/edgar/data/1853397/000110465921100560/xslF345X03/tm2124227-2_4seq1.xml
4 OWNERSHIP DOCUMENT 2021-08-05 https://www.sec.gov/Archives/edgar/data/1853397/000110465921100559/xslF345X03/tm2124227-1_4seq1.xml
8-K FORM 8-K 2021-08-03 https://www.sec.gov/Archives/edgar/data/1853397/000110465921099099/tm2111449d14_8k.htm
424B4 424B4 2021-08-02 https://www.sec.gov/Archives/edgar/data/1853397/000110465921098738/tm2111449-13_424b4.htm
EFFECT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/999999999521002972/xslEFFECTX01/primary_doc.xml
3 OWNERSHIP DOCUMENT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/000110465921097802/xslF345X02/tm2123185-8_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/000110465921097801/xslF345X02/tm2123185-7_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/000110465921097800/xslF345X02/tm2123185-6_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/000110465921097799/xslF345X02/tm2123185-5_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/000110465921097797/xslF345X02/tm2123185-4_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/000110465921097795/xslF345X02/tm2123185-3_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/000110465921097794/xslF345X02/tm2123185d2_3seq1.xml
3 OWNERSHIP DOCUMENT 2021-07-29 https://www.sec.gov/Archives/edgar/data/1853397/000110465921097789/xslF345X02/tm2123185-1_3seq1.xml
CERT 2021-07-28 https://www.sec.gov/Archives/edgar/data/1853397/000135445721000865/8A_cert_XPAX.pdf
8-A12B 8-A12B 2021-07-28 https://www.sec.gov/Archives/edgar/data/1853397/000110465921096756/tm2111449d9_8a12b.htm
CORRESP 2021-07-27 https://www.sec.gov/Archives/edgar/data/1853397/000110465921096477/filename1.htm
CORRESP 2021-07-27 https://www.sec.gov/Archives/edgar/data/1853397/000110465921096475/filename1.htm
S-1/A S-1/A 2021-07-27 https://www.sec.gov/Archives/edgar/data/1853397/000110465921096258/tm2111449d12_s1.htm
CORRESP 2021-06-01 https://www.sec.gov/Archives/edgar/data/1853397/000110465921075158/filename1.htm
S-1/A S-1/A 2021-06-01 https://www.sec.gov/Archives/edgar/data/1853397/000110465921075091/tm2111449-5_s1a.htm
UPLOAD 2021-05-26 https://www.sec.gov/Archives/edgar/data/1853397/000000000021006624/filename1.pdf
CORRESP 2021-05-13 https://www.sec.gov/Archives/edgar/data/1853397/000110465921066076/filename1.htm
S-1 S-1 2021-05-13 https://www.sec.gov/Archives/edgar/data/1853397/000110465921066011/tm2111449-2_s1.htm
UPLOAD 2021-05-05 https://www.sec.gov/Archives/edgar/data/1853397/000000000021005757/filename1.pdf
DRS 2021-04-08 https://www.sec.gov/Archives/edgar/data/1853397/000110465921048045/filename1.htm