UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40686

XPAC ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands

N/A

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)



55 West 46th Street, 30th floor
New York, NY		10036
(Address of Principal Executive Offices)		(Zip Code)

(646) 664-0501

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	XPAXU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	XPAX	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per whole share	XPAXW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The registrant had 21,961,131 Class A ordinary shares at $0.0001 par value, 5,490,283 Class B ordinary shares at $0.0001 par value, issued and outstanding at May 13, 2022.


		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (unaudited)	2
	Condensed Statements of Operations for the three months ended March 31, 2022 (unaudited) and for the period from March 11, 2021 (inception) through March 31, 2021 (unaudited)	3
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2022 (unaudited) and for the period from March 11, 2021 (inception) through March 31, 2021 (unaudited)	4
	Condensed Statements of Cash Flows for the three months ended March 31, 2022 (unaudited) and for the period from March 11, 2021 (inception) through March 31, 2021 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	27

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	30
Item 6.	Exhibits	30
Signatures		31


	As of
	March 31,		December 31,
	2022		2021
Assets
Current assets
Cash	$	307,990	$	352,190
Prepaid expenses		444,875		411,502
Total current assets		752,865		763,692
Investments held in Trust Account		219,632,154		219,617,731
Prepaid expenses – non-current portion		133,417		233,479
Total assets	$	220,518,436	$	220,614,902

Liabilities and shareholders’ deficit
Current liabilities
Accounts payable	$	13,578	$	132,916
Accrued expenses		505,654		302,560
Accrued offering costs		92,000		92,000
Total current liabilities		611,232		527,476
Promissory note payable – related party		300,000		84,412
Deferred underwriter’s commission fee		5,380,477		5,380,477
Deferred advisory fee – related party		2,305,919		2,305,919
Warrant liabilities		4,763,355		5,825,972
Total liabilities		13,360,983		14,124,256

Commitments and contingencies (Note 8)
Class A ordinary shares subject to possible redemption, 21,961,131 shares at redemption value of $10.00		219,632,154		219,617,731

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding (excluding 21,961,131 Class A ordinary shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 5,490,283 shares issued and outstanding		549		549
Accumulated deficit		(12,475,250)		(13,127,634)
Total shareholders’ deficit		(12,474,701)		(13,127,085)
Total liabilities and shareholders’ deficit	$	220,518,436	$	220,614,902


			For the Period
			from March
			11, 2021
	For the three		(inception)
	months ended		through March
	March 31, 2022		31, 2021
Formation and operating costs	$	410,233	$	11,069
Loss from operations		(410,233)		(11,069)
Other income (expense)
Change in fair value of warrant liabilities		1,062,617		—
Gain on securities held in trust		14,424		—
Total other income		1,077,041		—
Net income (loss)	$	666,808	$	(11,069)


Basic and diluted weighted average shares outstanding, Redeemable Class A ordinary shares		21,961,131		—
Basic and diluted net income per share, Redeemable Class A ordinary shares	$	0.02	$	—
Basic and diluted weighted average shares outstanding, Non- Redeemable Class B ordinary shares		5,490,283		3,095,238
Basic and diluted net income (loss) per share, Non- Redeemable Class B ordinary shares	$	0.02	$	(0.00)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2021	—	$	—	5,490,283	$	549	$	—	$	(13,127,364)		(13,127,085)
Remeasurement of Class A ordinary shares to redemption amount	—		—	—		—		—		(14,424)		(14,424)
Net income	—		—	—		—		—		666,808		666,808
Balance-March 31, 2022	—	$	—	5,490,283	$	549	$	—	$	(12,475,250)	$	(12,474,701)


			For the period
	For the three		from March 11, 2021
	months ended		(inception) through
	March 31, 2022		March 31, 2021
Cash flow from operating activities:
Net income (loss)	$	666,808	$	(11,069)
Gain on securities held in trust		(14,424)		—
Change in fair value of warrant liabilities		(1,062,617)		—
Changes in operating assets and liabilities:				—
Prepaid expenses		(33,373)		—
Prepaid expenses – non-current		100,062
Accounts payable		(119,338)		9,038
Accrued offering costs		—		(22,969)
Accrued expenses		203,094		—
Net cash used in operating activities		(259,788)		(25,000)

Cash flow from financing activities:
Proceeds from sale of Founder Shares		—		25,000
Proceeds from affiliate promissory note		215,588		—
Net cash provided by financing activities		215,588		25,000

Net change in cash		(44,200)		—
Cash at beginning of period		352,190		—
Cash at end of period	$	307,990	$	—

Non-cash financing activities:
Deferred offering costs included in accrued offering costs	$	—	$	239,704
Remeasurement of ordinary shares subject to possible redemption value	$	14,423	$	—

s
					For the Period from March 11,
	For the three months ended				2021 (Inception) Through
	March 31, 2022				March 31, 2021
	Redeemable		Non-Redeemable		Redeemable		Non-Redeemable
	Class A ordinary		Class B ordinary		Class A ordinary		Class B ordinary
	shares		shares		shares		shares
Basic and diluted net income per share
Numerator:
Allocation of net income (loss)	$	533,446	$	133,362	$	—	$	(11,069)

Denominator:
Weighted-average shares outstanding		21,961,131		5,490,283		—		3,095,238
Basic and diluted net income (loss) per share	$	0.02	$	0.02	$	—	$	(0.00)


Gross Proceeds from Initial Public Offering and over-allotment	$	219,611,310
Less:
Issuance costs related to redeemable Class A ordinary shares		(11,010,457)
Fair value of Public Warrants		(8,606,567)
Plus:
Remeasurement of carrying value to redemption value		19,637,869
Class A ordinary shares subject to possible redemption	$	219,632,154


	As of March 31, 2022
	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in the Trust Account	$	219,632,154	$	—	$	—
Liabilities:
Public Warrants	$	3,001,355	$	—	$	—
Private Warrants	$	—	$	—	$	1,762,000


	As of December 31, 2021
	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in the Trust Account	$	219,617,731	$	—	$	—
Liabilities:
Public Warrants	$	3,665,972	$	—	$	—
Private Warrants	$	—	$	—	$

SEC Form 10-Q filed by XPAC Acquisition Corp.