XPAXU XPAC Acquisition Corporation

 

 

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): July 28, 2023

 

Zalatoris II Acquisition Corp.*

(Exact name of registrant as specified in its charter)

 

Cayman Islands	001-40686	N/A
(State or other jurisdiction of	(Commission File	(IRS Employer
incorporation)	Number)	Identification No.)

 

31 Hudson Yards, 11th Floor

New York, New York 10005

(Address of principal executive offices, including zip code)

 

(917) 675-3106

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

* Formerly called XPAC Acquisition Corp. As a result of the Name Change Amendment Proposal referred to herein having been approved and implemented on July 27, 2023, the name of the Company has been changed to Zalatoris II Acquisition Corp.

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the 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		ZLSWU*			The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		ZLS*			The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		ZLSWW*			The Nasdaq Stock Market LLC

 

* The Trading Symbols shall change from XPAXU, XPAX and XPAXW and such changes are expected to take effect on July 28, 2023, as described in the Current Report on Form 8-K filed with the SEC on July 27, 2023.

 

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.  ¨

 

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

Purchase and Sponsor Handover Agreement

 

On July 28, 2023, Zalatoris II Acquisition Corp. (formerly known as XPAC Acquisition Corp.), a Cayman Islands limited liability company (NASDAQ: XPAX) (the “Company”), announced the closing of the transaction referenced below regarding the transfer of certain securities of the Company to J. Streicher Holdings, LLC, a Delaware limited liability company (the “New Sponsor”).

 

On July 27, 2023, the Company closed the transactions contemplated by that certain Purchase and Sponsor Handover Agreement (the “Agreement”) dated July 10, 2023, pursuant to which the New Sponsor purchased the majority of SPAC Securities (as defined below) from the Sponsor for a total purchase price of $250,000.00 (the “Purchase Price”) and the Sponsor sold and assigned to the New Sponsor 4,400,283 Class B ordinary shares of the Company, par value $0.0001 per share and 4,261,485 private placement warrants to acquire 4,261,485 Class A ordinary shares of the Company (collectively, the “SPAC Securities”). Pursuant to the Agreement, the New Sponsor appointed a new Board of Directors and changed the name of the Company to Zalatoris II Acquisition Corp.

 

Item 9.01

Financial Statement and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release Dated July 28, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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.

 

	ZALATORIS II ACQUISITION CORP.
	By:	/s/ Paul Davis
	Name:	Paul Davis
	Title:	Chairman and Chief Executive Officer

  

Dated: July 28, 2023

 

 

 

 

Exhibit 99.1

 

J. Streicher Holdings, LLC Announces Closing of the Purchase and Sponsor Handover Transaction with XPAC Sponsor LLC

 

New York, New York – On July 28, 2023, Zalatoris II Acquisition Corp. (formerly known as XPAC Acquisition Corp.), a Cayman Islands limited liability company (NASDAQ: XPAX) (the “Company”), announced the closing of the transaction referenced below regarding the transfer of certain securities of the Company to J. Streicher Holdings, LLC, a Delaware limited liability company (the “New Sponsor”).

 

On July 27, 2023, the Company closed the transactions contemplated by that certain Purchase and Sponsor Handover Agreement (the “Agreement”) dated July 10, 2023, pursuant to which the New Sponsor purchased the majority of SPAC Securities (as defined below) from the Sponsor for a total purchase price of $250,000.00 (the “Purchase Price”) and the Sponsor sold and assigned to the New Sponsor 4,400,283 Class B ordinary shares of the Company, par value $0.0001 per share and 4,261,485 private placement warrants to acquire 4,261,485 Class A ordinary shares of the Company (collectively, the “SPAC Securities”). Pursuant to the Agreement, the New Sponsor appointed a new Board of Directors and changed the name of the Company to Zalatoris II Acquisition Corp.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

About the Company

 

The Company is sponsored by Zalatoris II Acquisition Corp., a Cayman Islands limited liability company. The Company is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, share purchase, reorganization or business combination with one or more businesses.

 

About J. Streicher

 

J. Streicher, a private and diverse US financial organization, is founded on tradition, personal relationships, innovation, and steadfast principles. Its subsidiary, J. Streicher & Co. LLC, (the “Broker Dealer”), holds the distinction of being one of the oldest firms on the New York Stock Exchange (“NYSE”), with roots dating back to 1910. Throughout its history, it has consistently provided exceptional service to its family of listed companies, even in challenging market conditions.

 

While its Broker Dealer primarily focuses on NYSE activities, its international investment team specializes in identifying, investing in, and nurturing potential target companies, guiding them through the complex process of transitioning into publicly traded entities. Its ultimate goal is to position these companies for a successful listing. Its core strength lies in our ability to recognize strategic private target companies and assist them in becoming publicly traded entities on prestigious exchanges such as the NYSE or NASDAQ.

 

Contact J. Streicher and Zalatoris II Acquisition Corp.

 

Email: pr@zalatorisac.com

 

Contact Number: +1 (917) 675-3106

 

 

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Document Information [Line Items]
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Entity Registrant Name	Zalatoris II Acquisition Corp.
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Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	31 Hudson Yards
Entity Address, Address Line Two	11th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
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Pre-commencement Issuer Tender Offer	false
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Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
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Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	ZLS
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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