Current Report Filing (8-k)
September 17 2021 - 4:04PM
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 17, 2021
XPAC Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Cayman Islands
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001-40686
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N/A
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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55 West 46 Street, 30th floor
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New York, NY
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10036
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(Address of principal executive offices)
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(Zip Code)
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(646) 664-0501
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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¨
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Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencements communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
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XPAXU
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The Nasdaq Stock Market LLC
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Class A ordinary shares, par value $0.0001 per share
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XPAX
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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XPAXW
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The Nasdaq Stock Market LLC
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On September 17, 2021, XPAC Acquisition Corp. (the “Company”)
announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”)
may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and redeemable
warrants included in the Units commencing on September 20, 2021. Each Unit consists of one Class A Ordinary Share and one-third of one
redeemable warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on the Nasdaq Capital Market
(“Nasdaq”) under the symbol “XPAXU.” Any underlying Class A Ordinary Shares and redeemable warrants that are separated
will trade on Nasdaq under the symbols “XPAX” and “XPAXW,” respectively. No fractional warrants will be issued
upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental
Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units into Class A Ordinary
Shares and redeemable warrants.
A copy of the press release issued by the Company announcing
the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
This report may include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in
this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”
and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors
section of the Company’s registration statements and prospectus relating to the Company’s initial public offering filed with
the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this release, except as required by law.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are filed with
this Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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XPAC Acquisition Corp.
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Date: September 17, 2021
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By:
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/s/ Chu Chiu Kong
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Name:
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Chu Chiu Kong
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Title:
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Chief Executive Officer and Chairman of the Board of Directors
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