Item 1.01 Entry into a Material Definitive
Agreement.
Business Combination Agreement
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 (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 the Federative Republic of Brazil (“SuperBac”).
Pursuant to the Business Combination
Agreement, the parties thereto have agreed that, on the terms and subject to the conditions set forth therein: (i) prior to the Initial
Closing Date (as defined in the Business Combination Agreement), SuperBac will cause to be formed an exempted company incorporated with
limited liability in the Cayman Islands (“Newco”) that will join as a party to the Business Combination Agreement,
and certain SuperBac shareholders will, directly or indirectly, contribute their SuperBac shares into Newco in exchange for ordinary shares
of Newco, (ii) on the Initial Closing Date, XPAC will merge with and into Merger Sub 1, with Merger Sub 1 being the surviving entity
(the “Initial Merger”), and (iii) on the first business day following the Initial Merger, Merger Sub 2
will merge with and into Newco (the “Acquisition Merger” and together with the Initial Merger, the “Mergers”),
with Newco being the surviving entity and becoming a wholly owned subsidiary of PubCo. Pursuant to the transactions contemplated by the
Business Combination Agreement, upon completion of the Mergers, SuperBac will become an indirect subsidiary of PubCo, with PubCo indirectly
owning no less than ninety-five percent (95%) of the equity interests in SuperBac.
As a result of the Acquisition
Merger, among other things: (i) each Class A ordinary share of Newco issued and outstanding will automatically be cancelled
and cease to exist in exchange for the right to receive such number or fraction of a newly issued Class A ordinary share of PubCo
that is equal to the quotient obtained by dividing the Per Share Merger Equity Consideration Value (as defined in the Business Combination
Agreement) by $10.00 (“Share Exchange Ratio”), without interest, subject to rounding, (ii) each Class B
ordinary share of Newco issued and outstanding will automatically be cancelled and cease to exist in exchange for the right to receive
such number or fraction of a newly issued Class B ordinary share of PubCo that is equal to the Share Exchange Ratio, without interest,
subject to rounding, and (iii) each unvested option to purchase shares of SuperBac under the Company ESOPs (as defined in the Business
Combination Agreement) shall automatically be vested and, together with each outstanding vested option to purchase shares of SuperBac
under the Company ESOPs, all such vested options will be “net exercised” in full and the resultant number of shares of SuperBac
will be converted into a number of Class A ordinary shares of PubCo determined in accordance with the quotient obtained by dividing
the Per Option Conversion Value (as defined in the Business Combination Agreement) by $10.00.
The Per Share Merger Equity
Consideration Value is defined in the Business Combination Agreement and is based on a $10.00 per share price and an Acquisition Closing
Equity Value of $316,950,513.46 (to be adjusted downwards by the Company Reorganization Payments, the Sponsor Final Promote Amount, any
Excess of Company Transaction Expenses and any Excess of Permitted Indebtedness, each as defined in the Business Combination Agreement,
as well as the proportion of SuperBac shareholders that do not contribute their SuperBac shares into Newco).
Upon closing of the
business combination as contemplated by the Business Combination Agreement (“Closing”), PubCo is expected
to become publicly traded and listed on Nasdaq.
The Mergers and each of the
other transactions contemplated by the Business Combination Agreement or any of the other Transaction Documents (as defined in the Business
Combination Agreement) (the “Transactions”) have been unanimously approved by XPAC’s board of directors,
which has unanimously determined to recommend that the shareholders of XPAC vote to approve the Business Combination Agreement and Transactions.
The Mergers and the Transactions have also been approved by SuperBac’s board of directors, and SuperBac will hold a meeting of its
shareholders within 20 days of the date hereof to obtain shareholder approval of the Mergers and the Transactions.
PubCo Ownership and Management Following the
Business Combination
Upon completion of the
business combination (i) the existing shareholders of SuperBac are expected to own approximately 45% of the total share capital
of PubCo (which includes approximately 19% to be held by Temasek (being Sommerville Investments B.V., Orjen Investments Pte. Ltd.
and any of their respective affiliates), (ii) XPAC’s existing public shareholders are expected to own approximately 44%
of the total share capital of PubCo, and (iii) XPAC Sponsor LLC, a Cayman Islands limited liability company (the
“Sponsor”) (which is wholly owned by XP Inc.) is expected to own approximately 11% of the total share
capital of PubCo, assuming no redemptions from XPAC’s existing public shareholders and assuming no equity or debt financings
being entered in connection with the business combination.
In connection with the business
combination, PubCo will adopt a dual-class share structure pursuant to which all shareholders of PubCo other than Luiz Chacon, SuperBac’s
founder and CEO (together with his controlled shareholding vehicles and permitted transferees, the “Founder”),
will receive Class A ordinary shares entitled to one vote per share, and the Founder will receive Class B ordinary shares entitled
to 10 votes per share. Assuming no redemptions from XPAC’s existing public shareholders, upon completion of the business combination,
the Founder is expected to hold at least a majority of the voting rights in PubCo.
Upon closing of the
Mergers, PubCo’s board of directors will consist of seven directors. The initial composition of PubCo’s board of
directors will be (i) five individuals to be designated by the Founder (one such director being Luiz Augusto Chacon de Freitas
Filho, and at least two such directors being independent directors), and (ii) two individuals to be designated by the Sponsor
(one such director being an independent director). PubCo’s memorandum and articles of association that will be in effect upon
the closing of the Mergers (the “PubCo Articles”) will provide that the Founder shall have the right to
increase the total number of directors on PubCo’s board of directors from seven to nine and to subsequently decrease such
number from nine to seven. The PubCo Articles also include rights for the Founder and the Sponsor to appoint specified numbers of
directors if their ownership of PubCo shares is above certain specified thresholds. For so long as the Founder owns at least 25% of
the voting power of PubCo’s outstanding share capital, the Founder will be entitled to nominate a majority of the designees to
PubCo’s board of directors, as set out in the PubCo Articles. The PubCo Articles are contained within an exhibit to the
Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
The directors of PubCo will
include Luiz Augusto Chacon de Freitas Filho (as Chairman of the board of directors) and other directors to be appointed in due course
by the Founder and the Sponsor pursuant to the Business Combination Agreement. PubCo’s executive team upon Closing is expected to
be comprised of Luiz Augusto Chacon de Freitas Filho as President and Chief Executive Officer; Mozart Fogaça Júnior as Vice
President; Wilson Ernesto da Silva as Chief Financial Officer; and Giuliano Pauli as Operations Director.
Representations and Warranties
The Business Combination Agreement
contains representations and warranties given by the parties thereto that are customary for transactions of this nature, including with
respect to, among other things (i) corporate matters, including organization, existence and standing, (ii) authority and binding
effect relative to execution and delivery of the Business Combination Agreement and other ancillary agreements, (iii) consents and
no conflict, (iv) compliance with laws, and (v) certain business and financial matters. The representations and warranties of
the respective parties to the Business Combination Agreement will not survive the Closing.
Covenants
The Business Combination Agreement
includes customary covenants of the parties thereto with respect to operation of their respective businesses prior to Closing. The Business
Combination Agreement contains additional covenants of the parties thereto, including, among others: (i) covenants providing that
certain of the parties to the Business Combination Agreement shall cooperate with respect to the proxy statement to be filed with the
U.S. Securities and Exchange Commission (the “SEC”) in connection with the Business Combination Agreement, (ii) covenant
of XPAC to convene a meeting of XPAC’s shareholders and to solicit proxies from its shareholders in favor of the approval of the
Transaction Proposals (as defined in the Business Combination Agreement), including the Business Combination Agreement, (iii) a covenant
providing that the parties to the Business Combination Agreement shall use commercially reasonable efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with the other parties to the Business Combination Agreement
in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the
Mergers and the other Transactions, (iv) covenants providing that certain of the parties to the Business Combination Agreement will
not solicit, initiate, submit, facilitate, discuss or negotiate any inquiry, proposal or offer with respect to similar business combination
transaction or certain other transactions, (v) a covenant providing that SuperBac shall use commercially reasonable efforts to obtain
any required waivers, amendments, prepayments or terminations of certain existing SuperBac indebtedness, and (vi) a covenant providing
that XPAC shall use its best efforts to enter into certain private placement financing transactions in an effort to satisfy the Minimum
Cash Condition (as defined below).
Conditions to the Consummation of the Transactions
Consummation of the Transactions
is subject to customary conditions to Closing, including approval by XPAC’s and SuperBac’s shareholders. The board of directors
of SuperBac has approved the Business Combination Agreement and Transactions. SuperBac will hold a meeting of its shareholders within
20 days from the date of the Business Combination for the purposes of seeking the approval of the shareholders of SuperBac for the Business
Combination Agreement by the shareholders of SuperBac. The form of notice to the shareholders of SuperBac for the extraordinary general
meeting of SuperBac is furnished as Exhibit 99.3 to this Current Report pursuant to Item 7.01 hereof.
The Business Combination Agreement
also contains other conditions, including, among others: (i) the absence of any law or governmental order which has the effect of
making Closing illegal or which otherwise prevents or prohibits consummation of Closing, (ii) the effectiveness of the Registration
Statement, (iii) PubCo’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally
approved and Class A ordinary shares of PubCo to be issued in connection with the Transactions shall have been approved for listing
on Nasdaq, subject to official notice of issuance, and (iv) material accuracy of representations and warranties, and material compliance
with covenants, in the Business Combination Agreement.
In addition, the obligations
of SuperBac to consummate the Transactions are subject, among others, to: (i) the condition that the Post-Redemption Trust Account
Balance (as defined in the Business Combination Agreement), plus the PIPE Gross Proceeds (as defined in the Business Combination Agreement)
(minus any unreimbursed Excess of Company Transaction Expenses (as defined in the Business Combination Agreement)), in each case, to be
made available to PubCo at the Acquisition Closing, shall be at least $150,000,000 (the “Minimum Cash Condition”),
and (ii) at the Acquisition Closing, XPAC having at least $5,000,001 in tangible net assets after giving effect to the XPAC Share
Redemptions (as defined in the Business Combination Agreement).
The Business Combination Agreement
provides that, following the date of the Business Combination Agreement, but prior to the Initial Merger Effective Time (as defined in
the Business Combination Agreement), (i) one or more investors may agree to make, subject to SuperBac’s reasonable consent,
one or more private investments to subscribe for and purchase Class A ordinary shares of PubCo for an aggregate purchase price of
up to $220 million at a price per share equal to $10.00 (a form of subscription agreement for any such investment is included as a schedule
to the Business Combination Agreement), and (ii) with the prior written consent of SuperBac (which consent may be withheld in its
sole and absolute discretion), certain other private investments may be entered into in accordance with the terms set forth in the Business
Combination Agreement, in an effort to satisfy the Minimum Cash Condition.
The Transactions are expected
to close in the second half of 2022, subject to receipt of the necessary shareholder approval and satisfaction or waiver (if applicable)
of the other conditions to Closing referred to above.
Termination
The Business Combination Agreement
may be terminated by mutual written consent of XPAC and SuperBac and in certain other circumstances, including, but not limited to if:
(i) the closing of the Acquisition Merger shall not have occurred on the 15th business day following the closing of the Initial Merger,
(ii) any governmental authority shall have enacted, issued, promulgated, enforced or entered any governmental order which has become
final and nonappealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation
of the Transactions, (iii) the XPAC shareholders’ approval in connection with the Transaction shall not have been obtained
by reason of the failure to obtain the required vote at the XPAC shareholders’ meeting duly convened therefor or at any adjournment
or postponement thereof; (iv) there is any breach of any representation, warranty, covenant or agreement set forth in the Business
Combination Agreement, except in certain circumstances detailed in the Business Combination Agreement relating to curable breaches; (v) SuperBac
has failed to deliver by the date that is twenty days following the execution and delivery of the Business Combination Agreement, a copy
of the Company Minutes (as defined in the Business Combination Agreement) and an executed copy of the Investment Agreement (as defined
below), and (vi) the transactions contemplated by the Business Combination Agreement shall not have been consummated on or prior
to the 210th day after the date of the Business Combination Agreement (or, if not a business day, the next following business day).
Disclaimer
A copy of the Business Combination
Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description of the Business Combination
Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and
covenants that the respective parties thereto made to each other as of the date of such agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties to the
Business Combination Agreement and are subject to important qualifications and limitations agreed to by such parties in connection with
negotiating the Business Combination Agreement. The Business Combination Agreement has been provided to investors with information regarding
its terms. It is not intended to provide any other factual information about XPAC or any other party to the Business Combination Agreement.
In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made
only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business
Combination Agreement, may be subject to limitations agreed upon by such parties (including being qualified by confidential disclosures
made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing
these matters as facts) and may be subject to standards of materiality applicable to the parties to the Business Combination Agreement
that differ from those applicable to XPAC’s investors and security holders. XPAC investors and security holders are not third-party
beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements,
or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.
Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in the XPAC’s public disclosures.
Related Agreements
Sponsor Support Agreement
On April 25, 2022, SuperBac,
XPAC, PubCo and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant
to which, among other things, the Sponsor agreed to, and to cause any proprietary investment vehicles (i.e. holding investments in
a ‘principal’ or ‘own account’ capacity) of the Sponsor or its affiliates (to the extent permitted by applicable
law) to, (a) vote in favor of (i) the Transactions, and (ii) the other Transaction Proposals, (b) waive the anti-dilution
rights in respect of XPAC Securities (as defined in the Business Combination Agreement) under Article 17.3 of the XPAC articles
of association, (c) appear at the XPAC shareholders’ meeting for purposes of constituting a quorum, (d) vote against
any proposals that would impede the Transactions or any other Transaction Proposal, (e) not redeem any XPAC Securities held by the
Sponsor or such affiliates, (f) not transfer any XPAC Securities held by the Sponsor or such affiliates prior to the Acquisition
Merger, (g) release XPAC, SuperBac and the Acquisition Entities (as defined in the Business Combination Agreement) from all claims
in respect of or relating to the period prior to closing of the Acquisition Merger, subject to the provisions and exceptions set forth
therein, and (h) agree to a lock-up of its PubCo ordinary shares and PubCo warrants that are held as of closing of the Acquisition
Merger, during the period of one year commencing as of the closing of the Acquisition Merger, subject to certain exceptions.
The Sponsor Support Agreement
is filed as Exhibit 10.1 to this Current Report on Form 8-K and the foregoing description of the Sponsor Support Agreement is
qualified in its entirety by reference thereto.
Voting and Support Agreement
On April 25, 2022, PubCo,
XPAC, SuperBac and certain of the Existing Company Shareholders (as defined in the Business Combination Agreement) entered into a shareholder
voting and support agreement (the “Voting and Support Agreement”) pursuant to which, such Existing Company Shareholders,
among other things, have agreed to vote to approve the Transactions and such other actions as contemplated in the Business Combination
Agreement for which the approval of SuperBac shareholders is required.
The Voting and Support Agreement
is filed as Exhibit 10.2 to this Current Report on Form 8-K and the foregoing description of the Voting and Support Agreement
is qualified in its entirety by reference thereto.
Lock-up Agreement
On April 25, 2022, certain
of the Existing Company Shareholders entered into a lock-up agreement (the “Lock-up Agreement”), pursuant to
which, subject to certain exceptions, and following the closing of the Acquisition Merger: (i) the Founder has agreed to a two-year
lock-up period (other than the sale of up to R$70.0 million of ordinary shares of PubCo), (ii) the Sponsor has agreed to a one-year
lock-up period, and (iii) substantially all of the other the Existing Company Shareholders have agreed a six-month lock-up period.
In addition, the PubCo Class A
ordinary shares issued in connection with the “net exercise” of certain existing SuperBac stock options shall be subject to
a three-year lock-up period and subject to forfeiture upon terms substantially equivalent to the vesting and forfeiture provisions that
were applicable to the SuperBac stock options.
The Lock-up Agreements is
filed as Exhibit 10.3 to this Current Report on Form 8-K and the foregoing description of the Lock-up Agreement is qualified
in its entirety by reference thereto.
Investment Agreement
On the business day following
the execution and delivery of the Business Combination Agreement, SuperBac and the Existing Company Shareholders will enter into an investment
agreement (the “Investment Agreement”), pursuant to which, among other things, (i) all shareholders of
SuperBac other than the Founder will, directly or indirectly, contribute their SuperBac shares into Newco in exchange for newly issued
Class A ordinary shares of Newco, and (ii) the Founder will, directly or indirectly, contribute his SuperBac shares into Newco
in exchange for newly issued Class B ordinary shares of Newco, in each case, as and to the extent contemplated by the Investment
Agreement (the “Pre-Closing Exchange”) and, after giving effect to the Pre-Closing Exchange, SuperBac will become
a direct subsidiary of Newco in which Newco owns at least ninety-five percent (95%) of the Company Shares then outstanding (on a fully
diluted basis).
The form of Investment Agreement
is filed as Exhibit 10.4 to this Current Report on Form 8-K and the foregoing description of the form of Investment Agreement
is qualified in its entirety by reference thereto.
XAPC shall file an amendment
to this Current Report on Form 8-K in the event that the Investment Agreement is not entered into on the business day following the
execution and delivery of the Business Combination Agreement.
Registration Rights Agreement
Concurrently with the closing
of the Acquisition Merger, PubCo, the Sponsor, XPAC and certain Existing Company Shareholders shall enter into an amended and restated
registration rights agreement (the “Registration Rights Agreement”), to amend and restate that certain registration
rights agreement, dated as of July 29, 2021. As a result, the holders of registrable securities will be able to make a written demand
for registration under the Securities Act of 1933, as amended (the “Securities Act”) of all or a portion of
their registrable securities, subject to certain limitations so long as such demand includes a number of registrable securities with a
total offering price in excess of $20.0 million. Any such demand may be in the form of an underwritten offering, it being understood
that, subject to certain exceptions, PubCo shall not be required to conduct more than six underwritten offerings in any 12-month period.
In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities
in other registration statements filed by PubCo subsequent to the closing of the Acquisition Merger. PubCo will also commit to file a
resale shelf registration statement on Form F-1 that includes, among other things, the Shareholder Merger Consideration (as defined
in the Business Combination Agreement) held by signatories to the Registration Rights Agreement within 30 days after closing of the Acquisition
Merger.
The form of the Registration
Rights Agreement is filed as Exhibit 10.5 to this Current Report on Form 8-K and the foregoing description of the form of the
Registration Rights Agreement is qualified in its entirety by reference thereto.
Assignment, Assumption and Amendment Agreement
Immediately prior to the Initial
Merger Effective Time, PubCo, XPAC and the warrant agent thereunder shall enter into an assignment assumption and amendment agreement
(the “Assignment, Assumption and Amendment Agreement”) pursuant to which, among other things, XPAC will assign
to PubCo all of its rights, interests, and obligations in and under the Warrant Agreement dated as of July 29, 2021 by and between
XPAC and the warrant agent thereunder (the “Warrant Agreement”).
The form of the Assignment,
Assumption and Amendment Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K and the foregoing description
of the form of the Assignment, Assumption and Amendment Agreement is qualified in its entirety by reference thereto.