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XPAC ACQUISITION CORP.
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2023-07-27
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2023-07-27
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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 27, 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)
(646) 450-2536
(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 charges are expected to take effect on July 28, 2023, as described in this Current Report on Form 8-K.
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.
XPAC ACQUISITION CORP.
Item 1.01. |
Entry into a Material Definitive Agreement. |
Amendment to Letter Agreement
On July 27, 2023, XPAC Acquisition
Corp. (now called Zalatoris II Acquisition Corp, as described herein), a Cayman Islands exempted company (the “Company”),
XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the insiders named therein
entered into an amendment (the “Amendment”) to that certain letter agreement dated as of July 29, 2021 entered
into between the Company, the Sponsor and the insiders named therein (the “Letter Agreement”).
Entry into the Amendment was
authorized by the Letter Agreement Amendment Proposal (as defined below), which was approved by the shareholders of the Company in the
Shareholder Meeting (as defined below).
Pursuant to the Amendment,
the parties thereto agreed that, notwithstanding any other provision of the Letter Agreement, the Transfer of Founder Shares or Private
Placement Warrants, directly or indirectly, to J. Streicher Holdings, LLC or its affiliates shall not be restricted by the Letter Agreement
(each of the foregoing capitalized terms not defined herein having the meaning given to such terms in the Amendment).
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1, which is incorporated
herein by reference.
Joinder to Letter Agreement
On July 27, 2023, the Company,
the Sponsor and J. Streicher Holdings, LLC (the “New Sponsor”) entered into a joinder (the “Joinder”)
to the Letter Agreement.
Entry into the Joinder was
a condition to the consummation of the transactions contemplated by the Purchase and Sponsor Handover Agreement (as defined below).
Pursuant to the Joinder, the
New Sponsor agreed, with effect from the date of the Joinder, to join as a party to the Letter Agreement and assume the obligations of
the Sponsor under the Letter Agreement as if the New Sponsor had been named as the Sponsor in the Letter Agreement.
The foregoing description
of the Joinder does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.2, which is incorporated herein
by reference.
Waiver to Promissory Note
On July 27, 2023, the Sponsor
and the Company entered into a waiver (the “Promissory Note Waiver”) to that certain Promissory Note, dated March 19,
2021, by and between the Sponsor and the Company (the “Promissory Note”).
Pursuant to the Promissory
Note Waiver, the Sponsor irrevocably and unconditionally waived its right to receive any payment from the Company of the principal balance
of, and any other amounts payable under, the Promissory Note.
The foregoing description
of the Promissory Note Waiver does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.3, which is
incorporated herein by reference.
Item 3.03. |
Material Modification to Rights of Security Holders. |
The information set forth
in Items 5.03, 5.07 and 8.01 of this Current Report on Form 8-K is incorporated into this Item 3.03.
On July 27, 2023, the Company
held an extraordinary general meeting of shareholders of the Company (the “Shareholder Meeting”). The proposals to
be voted upon by the shareholders of the Company were described in the Company’s proxy statement dated July 10, 2023 (the “Proxy
Statement”) that was mailed to the shareholders of the Company. In the Shareholder Meeting, shareholders of the Company approved
each of the following proposals:
| (i) | Proposal No. 1 - The Extension Amendment Proposal (the “Extension Amendment Proposal”); |
| (ii) | Proposal No. 2 – The Redemption Limitation Amendment Proposal (the “Redemption Limitation
Amendment Proposal”); |
| (iii) | Proposal No. 3 – The Name Change Amendment Proposal (the “Name Change Amendment Proposal”);
and |
| (iv) | Proposal No. 4 – The Letter Agreement Amendment Proposal (the “Letter Agreement Amendment
Proposal”), |
each proposal as further described
below and more fully described in the Proxy Statement.
The Company did not put Proposal
No. 5 – The Adjournment Proposal (the “Adjournment Proposal”) to a vote of the shareholders of the Company at
the Shareholder Meeting because each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change
Amendment Proposal and the Letter Agreement Amendment Proposal were approved by the shareholders of the Company in the Shareholder Meeting,
as described below.
Under Cayman Islands law,
the amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles
of Association”) took effect upon approval of each of the relevant proposals approved in the Shareholder Meeting.
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 10, 2023, the Company
filed with the Securities and Exchange Commission (the “SEC”) and mailed to its shareholders an information statement
on Schedule 14f-1 in connection with a proposed change in majority control of the Company’s board of directors other than by a meeting
of shareholders (the “Schedule 14F”). The proposed appointments and removals of directors of the Company described
in this Item 5.02 were described in the Schedule 14F, which appointments would not become effective until the later of ten days after
the mailing of the Schedule 14F and the completion of the Sponsor Handover (as defined below) pursuant to the terms of the Purchase and
Sponsor Handover Agreement.
Appointment of Directors and Officers
On July 27, 2023, Paul Davis,
Llewelyn Farquarhson, Adeel Rouf, Demetris Demitriou and Vik Mittal were appointed as directors of the Company, with Paul Davis being
appointed as the Chairman of the board of directors of the Company. On July 27, 2023, Paul Davis was appointed as Chief Executive Officer
of the Company and Llewelyn Farquarhson was appointed as Chief Financial Officer of the Company.
Removal of Directors and Officers
On July 27, 2023, Chu Chiu
Kong, Ana Cabral-Gardner, Marcos Peixoto, Camilo Tedde and Denis Pedreira were removed as directors of the Company, with Chu Chiu Kong
also being removed as the Chairman of the board of directors of the Company. On July 27, 2023, Chu Chiu Kong was removed as Chief Executive
Officer of the Company, Guilherme Teixeira was removed as Chief Investment Officer of the Company and Fabio Kann was removed as Chief
Financial Officer of the Company. There was no known disagreement with any of the outgoing directors or officers on any matter relating
to the Company’s operations, policies or practices.
Certain Information Concerning New Directors
and Officers
The following sets forth certain
information concerning each new director and officer’s past employment history, directorships held in public companies, if any,
and their qualifications for service on the Company’s board of directors.
Paul Davis, Chairman
and Chief Executive Officer
Mr. Davis has served as the
Chairman and Chief Executive Officer of Zalatoris Acquisition Corp (NYSE: TCOA) since June 2022. Mr. Davis has served as the Chief Operations
Officer of J. Streicher Global Partners LLC, a subsidiary of J. Streicher Holdings, LLC, a global financial services company, since January
2019. Prior to joining the J. Streicher Global Partners LLC, Mr. Davis served as Managing Director of Black Swan Data Ltd, a London-based
technology and data science company that produces predictive and analytical software. From December 2013 to March 2018, Mr. Davis served
as Chief Executive Officer of Black Swan Edge Ltd, a company specializing in raising capital via structured products for small and medium-sized
enterprises, institutions, and corporations across Europe, America, and Asia. Under his leadership, Black Swan Edge Ltd experienced significant
growth and success, culminating in the sale of the company in March 2018. From July 2007 to December 2013, Mr. Davis served as the Business
Development Manager of DVV Media Group GmbH (“DVV”) following its acquisition of part of the Reed Business Information Ltd
(“RBI”) portfolio. Prior to joining DVV, Mr. Davis was a sales manager at RBI from 2004 to 2007, which is now the merged company
LexisNexis Risk Solutions, Inc., a subsidiary of RELX PLC (NYSE: RELX) (f/k/a Reed Elsevier Group PLC).
Llewelyn Farquarhson,
Chief Financial Officer and Director
Mr. Farquharson has over 30
years of knowledge gained in international business, commencing his professional career with Price Waterhouse. After 11 years with PwC
in audit and advisory services, he was invited by a client to join telecoms start-up company Jinny Software as hire number five. Mr. Farquharson
was also a board member of YOY. He now works with entrepreneurs, lending his expertise to enterprise owners helping them deliver their
personal and corporate goals in the global market space.
Adeel Rouf, Director
Mr. Rouf Ennis has served
as a Director of Zalatoris Acquisition Corp (NYSE: TCOA) since June 2022. Mr. Rouf will bring to the Company experience in the fields
of investment banking, capital markets, and M&A, including his involvement in 6 (six) transactions with special purpose acquisition
companies. Since 2023, Mr. Rouf has served as Chief Operating Officer of Northern Revival Acquisition Corp., a Cayman Islands exempted
special purpose acquisition company (Nasdaq: NRAC, NRACU). Previously, from April 2021 to December 2022, Mr. Rouf served as Founder, Chief
Financial Officer, and Advisor to the special purpose acquisition company that merged with Rubicon Technologies, Inc., a Delaware corporation
(Nasdaq: RBT, RBT-WT) (NYSE: RBT). From June 2020 to January 2023 Mr. Rouf served as Senior Vice President of Altitude Acquisition Corp.,
a Delaware corporation (Nasdaq: ALTU, ALTUW), and has been involved with Investcorp India Acquisition Corp., a Cayman Islands exempted
special purpose acquisition company (Nasdaq: IVCA). From April 2019 to June 2020, Mr. Rouf worked as an investment professional at FinTech
Acquisition Corp. III, a Delaware corporation that merged with Paya, Inc. (Nasdaq: PAYA), a leading integrated payments and commerce solution
provider. From April 2019 to June 2020, Mr. Rouf also worked as an investment professional at Insurance Acquisition Corp. I, which merged
with Shift Technologies, Inc., a Delaware corporation (Nasdaq: SFT). Mr. Rouf was with J.P. Morgan Chase & Co.’s investment
banking leveraged finance team executing debt finance transactions from June 2017 to May 2019. From March 2015 to June 2017, Mr. Rouf
was an associate on Sumitomo Mitsui Banking Corporation’s finance team executing structured debt finance transactions. Mr. Rouf
graduated from Baruch College with a BBA in accounting and received a Master of Science degree in sustainability management/energy finance
from Columbia University
Demetris Demitriou,
Director
Demetris Demitriou will serve
as a Director. Mr. Demetris is a Fellow Certified Chartered Accountant with over 40 years of experience in audit, tax, and consulting.
Mr. Demetris was one of the Founding Partners of DFK Demetriou Trapezaris and Managing Director of Demetriou & Associates Business
Advisers. He was elected as the President of DFK International, the 6th largest Accounting Association globally, in 2014 and now holds
the position of Lifetime President. Mr. Demetris actively contributes to the Institute of Certified Public Accountants (ICPAC) of Cyprus
and holds significant roles within the organization. With experience as an approved licensed insolvency practitioner and a background
in leading accounting firms, he provides guidance to clients. Currently Mr. Demetris serves on the Board of Directors of Atlas Pantou
Group.
Vik Mittal, Director
Mr. Mittal is the Managing
Member and Chief Investment Officer of Meteora Capital, LLC (“Meteora Capital”). Over Mr. Mittal’s 18 years on
the buy side as a principal investor, he has deployed capital across event-driven investment strategies. Prior to Meteora Capital, Mr.
Mittal was an investment professional and member of Glazer Capital, LLC (“GCM”), having joined GCM in 2005. Before
transitioning to the buy side, Mr. Mittal was part of the founding team that launched Raymond James’ TMT investment banking practice
in Palo Alto, California, in 2002 focusing on mid-market M&A and private placements. Mr. Mittal earned a B.S. in Finance from University
of Florida, summa cum laude, and earned an MBA from NYU Stern School of Business. Mr. Mittal is also a CFA holder.
Paul Davis, Llewelyn Farquarhson,
Adeel Rouf, Demetris Demitriou and Vik Mittal will not be compensated by the Company for their services as directors or officers.
Committees of the Board of Directors of the
Company
The Company has standing audit,
compensation, and nominating and corporate governance committees of the board of directors of the Company.
As a result of the appointments
and removals of directors of the Company as described above, as of July 27, 2023, the membership of the audit, compensation, and nominating
and corporate governance committees of the board of directors of the Company is as follows:
| (i) | Audit Committee: Demetris Demitriou (as Chairman and audit committee financial expert), Adeel Rouf
and Vik Mittal; |
| (ii) | Compensation Committee: Vik Mittal (as Chairman), Adeel Rouf and Demetris Demitriou; and |
| (iii) | Nominating and Corporate Governance Committee: Adeel Rouf (as Chairman), Demetris Demitriou and
Vik Mittal. |
Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information disclosed
in Item 3.03 and in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
On July 27, 2023, in
the Shareholder Meeting, shareholders of the Company approved (i) the Extension Amendment Proposal, (ii) the Redemption Limitation Amendment
Proposal, (iii) the Name Change Amendment Proposal, and (iv) the Letter Agreement Amendment Proposal (together, the “Shareholder
Resolutions”), as further described in Item 5.07.
On July 27, 2023, the Company
filed the Shareholder Resolutions with the Registrar of Companies of the Cayman Islands.
Therefore, as a result of
the Name Change Amendment Proposal having been approved and implemented on July 27, 2023, the name of the Company has been changed to
Zalatoris II Acquisition Corp.
The foregoing description
is not intended to be complete and is qualified in its entirety by reference to the Shareholder Resolutions, a copy of which is attached
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
The Company held the Shareholder
Meeting on July 27, 2023, at 9.30 a.m., Eastern Time, at the offices of the Company located at 55 West 46th Street, 30th Floor, New York,
New York, 10036, and virtually over the Internet via live webcast, solely with respect to the voting on (i) the Extension Amendment Proposal,
(ii) the Redemption Limitation Amendment Proposal, (iii) the Name Change Amendment Proposal, and (iv) the Letter Agreement Amendment Proposal.
The Company did not put the
Adjournment Proposal to a vote of the shareholders of the Company at the Shareholder Meeting because each of the Extension Amendment Proposal,
the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal were approved
by the shareholders of the Company.
Holders of an aggregate
of 19,567,125 Class A ordinary shares, par value $0.0001 per share of the Company (“Class A Ordinary Shares”) and
Class B ordinary shares, par value $0.0001 per share of the Company (“Class B Ordinary Shares” and together with
the Class A Ordinary Shares, the “Ordinary Shares”) held of record as of June 29, 2023, the record date for the
Shareholder Meeting (the “Record Date”), were present in person or by proxy, representing approximately
71.3% of the outstanding Ordinary Shares as of the Record Date, which constituted
a quorum for the transaction of business at the Shareholder Meeting.
The following is a brief description
of the final voting results for each of the proposals submitted to a vote of the shareholders of the Company in the Shareholder Meeting.
Proposal No. 1 - The Extension Amendment Proposal
To amend, by way of
special resolution, the Memorandum and Articles of Association, as set forth in Annex A of the Proxy Statement to extend the date (the
“Termination Date”) by which the Company has to consummate a Business Combination from August 3, 2023 (the date which
is 24 months from the closing date of the Company’s initial public offering (the “IPO”) (the “Original
Termination Date”) on a monthly basis for up to twelve times by an additional one month each time after the Original Termination
Date, by resolution of the Company’s board of directors up to August 3, 2024 (the date which is 36 months from the closing date
of the IPO), or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall
have occurred prior thereto or such earlier date as determined by the Company’s board of directors.
The Extension Amendment
Proposal was approved. The voting results of the Extension Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
18,663,742 |
|
803,294 |
|
100,089 |
Proposal No. 2 – The Redemption Limitation
Amendment Proposal
To amend, by way of special
resolution, the Company’s Memorandum and Articles of Association, as provided by the second resolution in the form set forth in
Annex A to the Proxy Statement to eliminate from the Memorandum and Articles of Association the limitation that the Company shall not
redeem Class A Ordinary Shares included as part of the units sold in the IPO to the extent that such redemption would cause the Company’s
net tangible assets to be less than $5,000,001.
The Redemption Limitation
Amendment Proposal was approved. The voting results of the Redemption Limitation Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
18,663,717 |
|
803,319 |
|
100,089 |
Proposal No. 3 – The Name Change
Amendment Proposal
To amend, by way of special
resolution, the Company’s Memorandum and Articles of Association, as provided by the third resolution in the form set forth in Annex
A to the Proxy Statement to change the name of the Company from “XPAC Acquisition Corp.” to “Zalatoris II Acquisition
Corp”.
The Name Change Amendment
Proposal was approved. The voting results of the Name Change Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
18,663,242 |
|
803,294 |
|
100,589 |
Proposal No. 4 – Letter Agreement Amendment
Proposal
To amend, by way of
ordinary resolution, the Letter Agreement, dated July 29, 2021, by and among the Sponsor, the officers and directors of the Company and
the Company, to allow the Sponsor to transfer its holdings in XPAC, directly or indirectly, to J. Streicher Holdings, LLC or its affiliates
prior to the expiration of the applicable lock-up, a copy of such amendment being set forth in Annex B to the Proxy Statement.
The Letter Agreement Amendment
Proposal was approved. The voting results of the Letter Agreement Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
18,663,217 |
|
803,294 |
|
100,614 |
Under Cayman Islands law,
the amendments to the Memorandum and Articles of Association took effect upon approval of each of the relevant proposals approved in the
Shareholder Meeting.
Redemption of Class A Ordinary Shares
Pursuant to the Memorandum
and Articles of Association, holders of Class A Ordinary Shares may seek to redeem their Class A Ordinary Shares for cash, regardless
of whether they voted for or against, or whether they abstained from voting on, the Extension Amendment Proposal. In connection with the
Extension Amendment Proposal, any shareholder holding Class A Ordinary Shares was entitled to demand that the Company redeem such shares
for a full pro rata portion of the Company’s trust account established in connection with the IPO (the “Trust Account”).
In connection with the approval
of the Extension Amendment Proposal in the Shareholder Meeting held on July 27, 2023, holders of 15,446,457 Class A Ordinary Shares properly
exercised their right to redeem their Class A Ordinary Shares for cash at a redemption price of approximately $10.41 per Class A Ordinary
Share, for an aggregate redemption amount of approximately $160,732,917 (the “Redemptions”). After the satisfaction of
the Redemptions, the balance in the Trust Account will be approximately $67,790,468. The proceeds of the Trust Account will be held in
a non-interest bearing account while awaiting disbursement to the relevant holders of Class A Ordinary Shares in satisfaction of the Redemptions.
Record holders will receive their pro rata portion of the proceeds of the Trust Account by delivering their Class A Ordinary Shares to
Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Class A Ordinary Shares held
in “street name,” however, will not need to take any action in order to receive the redemption amount.
Prior to the Redemptions,
the Company had 21,961,131 Class A Ordinary Shares outstanding. Following the Redemptions, 6,514,674 Class A Ordinary Shares remain outstanding.
Completion of Sponsor Handover
As previously disclosed by
the Company, including in a Current Report on Form 8-K filed with the SEC on July 10, 2023, the Company entered into a purchase and sponsor
handover agreement (the “Purchase and Sponsor Handover Agreement”) with the New Sponsor and the Sponsor, pursuant to
which, subject to satisfaction of certain conditions, (i) the Sponsor agreed to sell, and the New Sponsor agreed to purchase, 4,400,283
Class B Ordinary Shares, and 4,261,485 private placement warrants to acquire 4,261,485 Class A Ordinary Shares held by the Sponsor, for
a total purchase price of $250,000, and (ii) the New Sponsor agreed to become the Sponsor of XPAC (together, the “Sponsor Handover”).
The New Sponsor also agreed to reimburse the Sponsor for $25,000 of legal fees and other expenses incurred by the Sponsor in connection
with the transactions contemplated by the Purchase and Sponsor Handover Agreement.
On July 27, 2023, the Sponsor
Handover was completed pursuant to the terms of the Purchase and Sponsor Handover Agreement.
The foregoing description
of the Purchase and Sponsor Handover Agreement is not intended to be complete and is qualified in its entirety by reference to the Purchase
and Sponsor Handover Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
the SEC on July 10, 2023 and incorporated herein by reference.
CUSIP and Trading Symbols
The CUSIP for the Class A
Ordinary Shares has not changed as a result of the transactions and actions described herein and continues to be G9831X 106.
In due course, the
Nasdaq trading symbol for (i) the Class A Ordinary Shares will be changed to “ZLS”, (ii) the Company’s units will
be changed to “ZLSWU”, and the Company’s warrants will be changed to “ZLSWW”. Each of the foregoing
proposed changes have been notified to The Nasdaq Stock Market LLC and are expected to become effective on July 31, 2023.
Item 9.01 |
Financial Statement and Exhibits. |
Exhibit No. |
|
Description |
3.1 |
|
Shareholder Resolutions dated July 27, 2023
pursuant to which the Amended and Restated Memorandum and Articles of Association of the Company were amended. |
10.1 |
|
Amendment dated July 27, 2023 entered into
between the Company, the Sponsor and the insiders named therein to the Letter Agreement dated July 29, 2021 entered into between
the Company, the Sponsor and the insiders named therein. |
10.2 |
|
Joinder dated July 27, 2023 entered into between
the Company, the Sponsor and the New Sponsor to the Letter Agreement dated July 29, 2021 entered into between the Company, the Sponsor
and the insiders named therein. |
10.3 |
|
Waiver dated July 27, 2023 entered into between
the Sponsor and the Company to the Promissory Note dated March 19, 2021 entered into between the Sponsor and the Company. |
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 |
Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
XPAC Acquisition Corp. (ROC #372878) (the "Company")
TAKE NOTICE that at an Extraordinary General Meeting of the shareholders
of the Company held on 27 July 2023, the following special resolutions and ordinary resolution were passed:
RESOLVED, as a special resolution THAT, effective immediately, the
Amended and Restated Memorandum and Articles of Association of the Company be amended by:
| 4 | Proposal No. 1 – The Extension Amendment Proposal RESOLVED,
as a special resolution, that: |
| (a) | Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) be deleted
in its entirety and replaced with the following new Article 49.7: |
“In the event that the Company does not consummate a Business
Combination within 24 months from the consummation of the IPO (or up to 36 months without another shareholder vote if such date is extended
by the Company (acting by the Directors) as set forth below), or such later time as the Members may approve in accordance with the Articles,
the Company shall: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company (less taxes payable and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable),
divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members
(including the right to receive further liquidation distributions, if any); and (c) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each
case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.
Notwithstanding the foregoing or any other provisions of
the Articles, in the event that the Company has not consummated a Business Combination within 24 months from the closing of the IPO, the
Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for
up to twelve times by an additional one month each time after the twenty-fourth (24th) month from the closing of the IPO, by resolution
of the Directors, until 36 months from the closing of the IPO, on such terms as have been notified to the Members prior to the adoption
of the Articles.”
| (b) | Article 49.8 of the Company’s Articles be deleted in its entirety and replaced with the following new Article 49.8: |
“In the event that any amendment is made to the Articles:
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination
or redeem 100% of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of
the IPO (or up to 36 months if such date is extended), or such later time as the Members may approve in accordance with the Articles;
or (b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public
Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon
the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
its taxes, divided by the number of then outstanding Public Shares.”
| 5 | Proposal No. 2
– The Redemption Limitation Amendment Proposal RESOLVED, that: |
| (a) | Article 49.5 of the Company’s Articles be deleted in its entirety and replaced with the following new Article 49.5: |
“Any Member holding Public Shares who is not the Sponsor,
a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed
for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),
provided that no such Member acting together with any Affiliate of their or any other person with whom they are acting in concert or as
a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise
this redemption right with respect to more than 15% of the Public Shares in the aggregate without the prior consent of the Company and
provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself
to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall
pay any such redeeming Member, regardless of whether they are voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable)
and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price
being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination
is approved and in connection with its consummation.”
| (b) | Article 49.2 of the Company’s Articles be deleted in its entirety and replaced with the following new Article 49.2: |
“Prior to the consummation of a Business
Combination, the Company shall either:
(a) submit
such Business Combination to its Members for approval; or
| (b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number
of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to
which it relates.” |
| (c) | Article 49.4 of XPAC’s Articles be deleted in its entirety and replaced with the following new Article 49.4: |
“At a general meeting called for the purposes of approving
a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company
shall be authorised to consummate such Business Combination.”
| 6 | Proposal No. 3 –
The Name Change Amendment Proposal |
RESOLVED, as a special resolution THAT, effective immediately, the
name of the Company be changed from XPAC Acquisition Corp. to “Zalatoris II Acquisition Corp” and that the Company’s
Memorandum and Articles of Association be amended by replacing each reference to “XPAC Acquisition Corp.” with “Zalatoris
II Acquisition Corp”.
/s/ Stephanie-Ann Whittaker
Stephanie-Ann Whittaker
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this 27th day of July 2023
Exhibit 10.1
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”),
dated as of July 27, 2023, is entered into by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”),
XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned (the “Insiders”).
The Company, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties”
and individually as a “Party.”
RECITALS
WHEREAS, the Company, the Sponsor and the Insiders
are party to that certain Letter Agreement, dated as of July 29, 2021 (the “Letter Agreement”);
WHEREAS, the Parties wish to amend the Letter Agreement
as set forth herein.
NOW, THEREFORE, in consideration of the premises
and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
1. Defined Terms and Rules of Interpretation.
Except as otherwise expressly provided herein, capitalized terms used herein without definition shall have the same meanings herein as
set forth in the Letter Agreement after giving effect to this Amendment.
2. Amendments to Transfer of Founder Shares
and Private Placement Warrants Provisions. A new Section 7(d) is hereby added to the Letter Agreement as follows:
“Notwithstanding any other provision of this
Letter Agreement, the Transfer of Founder Shares or Private Placement Warrants, directly or indirectly, to J. Streicher Holdings, LLC
or its affiliates shall not be restricted by this Section 7.”
3. Governing Law and Jurisdiction. This
Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all
agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Amendment shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.
4. Miscellaneous. Except to the extent specifically
amended or superseded by the terms of this Amendment, all of the provisions of the Letter Agreement shall remain in full force and effect
to the extent in effect on the date hereof. This Amendment shall be governed by, and otherwise construed in accordance with, the terms
of the Letter Agreement, as though the other provisions of this Amendment were set forth in the Letter Agreement. The Letter Agreement,
as modified by this Amendment, constitutes the entire agreement between the Parties and supersedes any prior written or oral agreements,
writings, communications or understandings with respect to the subject matter hereof. This Amendment may be executed in counterparts (including
by means of facsimile or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party,
but all such counterparts taken together shall constitute one and the same agreement. Any notice, consent or request to be given in connection
with any of the terms or provisions of this Amendment shall be in writing and shall be sent by express mail or similar private courier
service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed
this Amendment to the Letter Agreement as of the date first written above.
XPAC SPONSOR LLC |
|
|
|
By: |
/s/ Chu Chiu Kong |
|
Name: Chu Chiu Kong |
|
Title: Manager |
|
|
|
|
|
XPAC ACQUISITION CORP. |
|
|
|
By: |
/s/ Chu Chiu Kong |
|
Name: Chu Chiu Kong |
|
Title: Chief Executive Officer |
|
|
|
/s/ Chu Chiu Kong |
|
Name: Chu Chiu Kong |
|
|
|
/s/ Guilherme Teixeira |
|
Name: Guilherme Teixeira |
|
|
|
/s/ Fabio Kann |
|
Name: Fabio Kann |
|
|
|
/s/ Marcos Peixoto |
|
Name: Marcos Peixoto |
|
|
|
/s/ Ana Cabral-Gardner |
|
Name: Ana Cabral-Gardner |
|
|
|
/s/ Denis Pedreira |
|
Name: Denis Pedreira |
|
|
|
/s/ Camilo de Oliveira Tedde |
|
Name: Camilo de Oliveira Tedde |
|
[Signature Page to Amendment to Letter
Agreement]
Exhibit 10.2
This JOINDER TO THE LETTER AGREEMENT (this “Joinder”),
dated as of July 27, 2023, is entered into by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”),
XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and J. Streicher Holdings, LLC (the
“New Sponsor”).
RECITALS
WHEREAS, the Company, the Sponsor and the other
parties thereto are party to that certain Letter Agreement, dated as of July 29, 2021 (the “Letter Agreement”);
WHEREAS, the New Sponsor, the Company and the Sponsor
entered into that certain Purchase and Sponsor Handover Agreement dated as of July 10, 2023 (the “Purchase and Sponsor Handover
Agreement”).
WHEREAS, as a condition to closing of the transactions
contemplated by the Purchase and Sponsor Handover Agreement, the New Sponsor is required to join as a party to the Letter Agreement and
assume the obligations of the Sponsor under the Letter Agreement (the “Joinder Closing Condition”).
WHEREAS, the Company, the Sponsor and the New Sponsor
wish to enter into this Joinder in order to satisfy the Joinder Closing Condition.
NOW, THEREFORE, in consideration of the premises
and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
1. Joinder. The New Sponsor hereby agrees, with effect from
the date of this Joinder, to join as a party to the Letter Agreement and assume the obligations of the Sponsor under the Letter Agreement
as if the New Sponsor had been named as the Sponsor in the Letter Agreement.
2. Governing Law and Jurisdiction. This Joinder shall be governed
by and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action,
proceeding, claim or dispute arising out of, or relating in any way to, this Joinder shall be brought and enforced in the courts of New
York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive
and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
3. Miscellaneous. Except to the extent specifically amended
or superseded by the terms of this Joinder, all of the provisions of the Letter Agreement shall remain in full force and effect to the
extent in effect on the date hereof. This Joinder shall be governed by, and otherwise construed in accordance with, the terms of the Letter
Agreement, as though the other provisions of this Joinder were set forth in the Letter Agreement. The Letter Agreement, as modified by
this Joinder, constitutes the entire agreement between the Parties and supersedes any prior written or oral agreements, writings, communications
or understandings with respect to the subject matter hereof. This Joinder may be executed in counterparts (including by means of facsimile
or scanned and emailed signature pages), any one of which need not contain the signatures of more than one Party, but all such counterparts
taken together shall constitute one and the same agreement. Any notice, consent or request to be given in connection with any of the terms
or provisions of this Joinder shall be in writing and shall be sent by express mail or similar private courier service, by certified mail
(return receipt requested), by hand delivery or facsimile or other electronic transmission.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Joinder to
the Letter Agreement as of the date first written above.
XPAC SPONSOR LLC |
|
|
|
|
|
By: |
/s/ Chu Chiu Kong |
|
Name: Chu Chiu Kong |
|
Title: Manager |
|
|
|
|
|
XPAC ACQUISITION CORP. |
|
|
|
By: |
/s/ Chu Chiu Kong |
|
Name: Chu Chiu Kong |
|
Title: Chief Executive Officer
|
|
|
|
|
|
J. STREICHER HOLDINGS, LLC |
|
|
|
By: |
/s/ Paul Davis |
|
Name: Paul Davis |
|
Title: COO |
|
[Signature Page to Joinder to Letter Agreement]
Exhibit 10.3
XPAC Acquisition Corp. (the “Company”)
55 West 46th Street, 30th Floor
New York, New York, 10036
XPAC Sponsor LLC (the “Sponsor”)
55 West 46th Street, 30th Floor
New York, New York, 10036
July 27, 2023
Re: |
Waiver of Promissory Note |
Dear Sirs:
Reference is made to certain Promissory Note,
dated March 19, 2021, by and between the Sponsor and the Company (as may be amended, restated, supplemented or modified from time to time,
the “Promissory Note”).
Pursuant to Section 13 of the Promissory Note,
the Sponsor hereby irrevocably and unconditionally waives its right to receive any payment from the Company of the principal balance of,
and any other amounts payable under, the Promissory Note.
Sections 10, 11, 13 and 14 of the Promissory Note
are incorporated herein by reference mutatis mutandis; provided that, in each case, references to “this Note” in such
paragraphs shall mean this letter.
|
|
|
|
|
Very truly yours, |
|
|
|
XPAC Sponsor LLC
|
|
|
|
|
By: |
/s/ Chu Chiu Kong |
|
|
Name: |
Chu Chiu Kong |
|
|
Title: |
Manager |
|
AGREED TO AND ACCEPTED BY: |
|
|
|
XPAC Acquisition Corp.
|
|
|
|
|
By: |
/s/ Chu Chiu Kong |
|
|
Name: |
Chu Chiu Kong |
|
|
Title: |
Chairman and Chief Executive Officer |
v3.23.2
Cover
|
Jul. 27, 2023 |
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Document Period End Date |
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|
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|
Entity File Number |
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XPAC ACQUISITION CORP.
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Entity Central Index Key |
0001853397
|
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Grafico Azioni XPAC Acquisition (NASDAQ:XPAXU)
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Grafico Azioni XPAC Acquisition (NASDAQ:XPAXU)
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Da Giu 2023 a Giu 2024