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                             May 26, 2021

       Chu Chiu Kong
       Chief Executive Officer
       XPAC Acquisition Corp.
       55 West 46th Street, 30th floor
       New York, NY 10036

                                                        Re: XPAC Acquisition
Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed May 13, 2021
                                                            File No. 333-256097

       Dear Mr. Kong:

              We have reviewed your registration statement and have the
following comment. In our
       comment, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Registration Statement on Form S-1

       Risk Factors, page 41

   1.                                                   We note your risk
factor disclosure on page 78 discloses that your warrant agreement has
                                                        an exclusive forum
clause which shall be applicable to any action, proceeding or claim
                                                        against you arising out
of or relating in any way to the warrant agreement, including under
                                                        the Securities Act, but
that such provision will not apply to suits brought to enforce any
                                                        liability or duty
created by the Exchange Act. Please ensure that the forum selection
                                                        provision in Section
9.3 of your Form of Warrant Agreement filed as Exhibit 4.4 states
                                                        this clearly or advise
us how you will make future investors aware of the provision   s
                                                        limited applicability.
 Chu Chiu Kong
FirstName  LastNameChu
XPAC Acquisition  Corp. Chiu Kong
Comapany
May        NameXPAC Acquisition Corp.
     26, 2021
May 26,
Page 2 2021 Page 2
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Maryse Mills-Apenteng at 202-551-3457 or James Lopez at 202-551-3536
with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Real
Estate & Construction