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 June 30, 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 August 22, 2022.

Table of Contents

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3

Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (as restated)	3
	Condensed Statements of Operations for the three and six months ended June 30, 2022 (unaudited), the three months ended June 30,2021 (unaudited) and for the period from March 11, 2021 (inception) through June 30, 2021 (unaudited)	4
	Condensed Statements of Changes In Shareholders’ Equity (Deficit) for the three and six months ended June 30, 2022 (unaudited), the three months ended June 30,2021 (unaudited) and for the period from March 11, 2021 (inception) through June 30, 2021 (unaudited)	5
	Condensed Statements of Cash Flows for the six months ended June 30, 2022 (unaudited) and for the period from March 11, 2021 (inception) through June 30, 2021 (unaudited)	6
	Notes To Condensed Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	37
SIGNATURES		39

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

XPAC ACQUISITION CORP.

CONDENSED BALANCE SHEETS

(UNAUDITED, AS RESTATED)


	As of
	June 30,		December 31,
	2022		2021
	(Unaudited)		(As Restated)
Assets
Current assets
Cash	$	270,257	$	352,190
Prepaid expenses		430,000		411,502
Total current assets		700,257		763,692
Investments held in Trust Account		219,919,838		219,617,731
Prepaid expenses – non-current portion		33,354		233,479
Total assets	$	220,653,449	$	220,614,902

Liabilities and shareholders’ deficit
Current liabilities
Accounts payable	$	21,938	$	132,916
Accrued expenses		3,176,781		914,809
Accrued offering costs		92,000		92,000
Total current liabilities		3,290,719		1,139,725
Promissory note payable – related party		300,000		84,412
Deferred underwriter’s commission fee		4,996,157		5,380,477
Deferred advisory fee – related party		2,690,239		2,305,919
Warrant liabilities		1,838,259		5,825,972
Total liabilities		13,115,374		14,736,505

Commitments and contingencies (Note 9)
Class A ordinary shares subject to possible redemption, 21,961,131 shares at redemption value of $10.01 and $10.00 as of June 30, 2022 and December 31, 2021, respectively		219,919,838		219,617,731

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $

SEC Form 10-Q filed by XPAC Acquisition Corp.