Part I Item 1. Business. XPAC Acquisition Corp. is a blank check company formed in March 2021, focused on business combinations in Brazil, with a proposed merger with SuperBac Biotechnology Solutions S.A. - XPAC Acquisition Corp. was incorporated on March 11, 2021, as a blank check company to effect a business combination17443 - The company intends to capitalize on the XP Inc. platform in Brazil, focusing on healthcare, financial services, education, consumer goods & retail, and technology industries for its initial Business Combination1732 Initial Public Offering (IPO) Details | Event | Date | Gross Proceeds | | :-------------------------------- | :--------- | :------------- | | Initial Public Offering | Aug 3, 2021 | $200 million | | Over-Allotment Option Exercise | Aug 19, 2021 | $19.61 million | | Total Funds in Trust Account | Post-IPO | $219.61 million | - A Business Combination Agreement was entered into on April 25, 2022, with SuperBac Biotechnology Solutions S.A., a pioneering biotechnology company in Brazil, for a proposed merger2730307 Item 1.A. Risk Factors. The company faces risks related to business combination completion, conflicts of interest, internal control weaknesses, and operating in Brazil. - The company faces risks related to its ability to complete an initial Business Combination within 24 months from the IPO, with potential for liquidation if unsuccessful687172 - Potential conflicts of interest exist due to directors and officers allocating time to other businesses and their affiliations with XP Inc. and other entities, which may compete for acquisition opportunities5152130221222 - Material weaknesses were identified in internal control over financial reporting related to accounting for liabilities and the classification of Class A redeemable ordinary shares, leading to restatements of prior financial statements191192195196340343 - The company's independent registered public accounting firm's report expresses substantial doubt about its ability to continue as a 'going concern' due to limited cash and dependence on completing a business combination253425478479 - Operating in Brazil introduces additional risks, including economic, political, and social instability, currency fluctuations, and changes in government policies187203204205 Item 1.B. Unresolved Staff Comments. The company has no unresolved staff comments from the Securities and Exchange Commission. - No unresolved staff comments262 Item 2. Properties. The company's executive offices are in New York, NY; the Sponsor has an administrative services agreement but has not charged a monthly fee. - Executive offices are located at 55 West 46th Street, 30th floor, New York, NY 10036263 - Sponsor may charge a $10,000 per month fee for office space and administrative services, but has not charged any amount as of December 31, 2022263 Item 3. Legal Proceedings. The company is not currently a party to any material legal proceedings, nor is it aware of any threatened against it. - No material legal proceedings are currently active or threatened against the company or its officers/directors264 Item 4. Mine Safety Disclosures. This item is not applicable to the company's operations. - Mine Safety Disclosures are not applicable to the company265 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. XPAC Acquisition Corp.'s securities trade on Nasdaq; the company has not paid cash dividends and does not intend to prior to its initial Business Combination. - Units (XPAXU), Class A ordinary shares (XPAX), and redeemable warrants (XPAXW) are traded on the Nasdaq Stock Market LLC268 - The company has not paid cash dividends and does not intend to prior to the completion of its initial Business Combination270 Unregistered Securities Sales | Security | Purchaser | Quantity | Purchase Price | | :---------------- | :-------- | :--------- | :------------- | | Founder Shares | Sponsor | 5.75 million | $25,000 | | Founder Shares | Independent Directors | 90,000 | $0.004 per share | | Private Warrants | Sponsor | 4 million | $1.50 per warrant | | Additional Private Warrants | Sponsor | 261,485 | $1.50 per warrant | - Founder Shares and Private Warrants are subject to transfer restrictions, generally until one year after the Business Combination or 30 days after, respectively, with certain exceptions274410517 Item 6. [Reserved]. This item is reserved and contains no information. - This item is reserved281 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. This section reviews the company's financial condition and operations as a blank check company, detailing the proposed SuperBac Business Combination and liquidity challenges. - The company is a blank check company with no operating history or revenues, with all activities focused on its formation, IPO, and search for a target business283309445 - The proposed SuperBac Business Combination involves a series of mergers resulting in PubCo indirectly owning at least 95% of SuperBac, a Brazilian biotechnology company291294307 Key Financial Results | Metric | Year Ended Dec 31, 2022 | Period from Inception (Mar 11, 2021) through Dec 31, 2021 | | :-------------------------------- | :---------------------- | :------------------------------------------------------ | | Net Income | $1.91 million | $5.34 million | | Gain on fair value of warrant liabilities | $3.95 million | $7.86 million | | Gain on investments held in Trust Account | $3.11 million | $6,421 | | Operating, general & administrative expenses | $5.16 million | $2.01 million | - As of December 31, 2022, the company had $44,659 in cash outside the Trust Account and a working capital deficit of $5.08 million, raising substantial doubt about its ability to continue as a going concern312321478 - The Business Combination Agreement was amended twice, extending the termination date to February 28, 2023, and can be terminated by either party if not consummated by then304306554 Item 7.A. Quantitative and Qualitative Disclosure About Market Risk. As of December 31, 2022, the company was not exposed to material market or interest rate risk, with Trust Account funds invested in short-term U.S. government obligations. - The company was not subject to any material market or interest rate risk as of December 31, 2022332 - Funds in the Trust Account are invested in U.S. government treasury obligations with a maturity of 1
Zalatoris II Acquisition (ZLS) - 2022 Q4 - Annual Report