Statistiche di base
CIK | 1853397 |
SEC Filings
SEC Filings (Chronological Order)
February 14, 2025 |
ZLSSF / Zalatoris II Acquisition Corp. / Vivaldi Asset Management, LLC - JOINT FILING AGREEMENT Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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November 14, 2024 |
ZLSSF / Zalatoris II Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorazlssf09302024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zalatoris II Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G9831X106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of th |
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November 14, 2024 |
ZLSSF / Zalatoris II Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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November 13, 2024 |
SC 13G/A 1 zlsa1111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zalatoris II Acquisition Corp (Name of Issuer) Class A Ordinary Share (Title of Class of Securities) G9831X106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Che |
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November 12, 2024 |
ZLSSF / Zalatoris II Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zalatoris II Acquisition Corp (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G9831X106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appro |
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October 28, 2024 |
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): October 22, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Comm |
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October 28, 2024 |
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): October 22, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Comm |
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September 16, 2024 |
Financial Statements and Exhibits, Other Events 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): September 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Co |
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September 16, 2024 |
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): September 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Co |
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September 10, 2024 |
ZLS / Zalatoris II Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ZALATORIS II ACQUISITION CORP (Name of Issuer) Class A Ordinary Share, $0.0001 par value per share (Title of Class of Securities) G9831X106 (CUSIP Number) August 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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September 9, 2024 |
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): September 7, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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September 9, 2024 |
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): September 7, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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August 7, 2024 |
Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ZALATORIS II ACQUISITION CORP ADOPTED BY SPECIAL RESOLUTION ON AUGUST 2, 2024 Pursuant to the Cayman Islands Companies Act ZALATORIS II ACQUISITION CORP, a corporation organized and existing under the laws of the Cayman Islands (the “Company”), does hereby certify as follows: 1. The name of the Compa |
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August 7, 2024 |
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): August 2, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commis |
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August 7, 2024 |
Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ZALATORIS II ACQUISITION CORP ADOPTED BY SPECIAL RESOLUTION ON AUGUST 2, 2024 Pursuant to the Cayman Islands Companies Act ZALATORIS II ACQUISITION CORP, a corporation organized and existing under the laws of the Cayman Islands (the “Company”), does hereby certify as follows: 1. The name of the Compa |
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August 7, 2024 |
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): August 2, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commis |
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July 31, 2024 |
DEFA14A 1 ea0210367-8kzalatoris2.htm CURRENT REPORT 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 31, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other j |
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July 31, 2024 |
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 31, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 31, 2024 |
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 31, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 30, 2024 |
425 1 ea0210312-8k425zalat2.htm CURRENT REPORT 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 30, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisd |
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July 30, 2024 |
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 30, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 30, 2024 |
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 30, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 26, 2024 |
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 23, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 26, 2024 |
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 23, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 22, 2024 |
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 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 22, 2024 |
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 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 16, 2024 |
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 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 16, 2024 |
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 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 16, 2024 |
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 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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July 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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July 5, 2024 |
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 2, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commissi |
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July 5, 2024 |
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 2, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commissi |
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July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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June 28, 2024 |
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): June 13, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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June 28, 2024 |
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): June 13, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commiss |
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May 21, 2024 |
Other Events, Financial Statements and Exhibits 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): May 20, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commissi |
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May 21, 2024 |
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): May 20, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commissi |
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May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F |
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April 30, 2024 |
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): April 26, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-901886 86-1837862 (Comm |
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April 30, 2024 |
Other Events, Financial Statements and Exhibits 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): April 26, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-901886 86-1837862 (Comm |
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April 23, 2024 |
Financial Statements and Exhibits, Other Events 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): April 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-901886 86-1837862 (Comm |
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April 23, 2024 |
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): April 16, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-901886 86-1837862 (Comm |
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April 17, 2024 |
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): March 15, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-901886 86-1837862 (Comm |
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April 17, 2024 |
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): March 15, 2024 Zalatoris II Acquisition Corp (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-901886 86-1837862 (Comm |
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April 3, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): March 28, 2024 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 |
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April 3, 2024 |
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): March 28, 2024 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 |
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April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-40686 For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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March 11, 2024 |
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): March 7, 2024 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commis |
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March 11, 2024 |
Financial Statements and Exhibits, Other Events 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): March 7, 2024 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Commis |
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February 14, 2024 |
KYG9831X1060 / XPAC ACQUISITION CORP / Vivaldi Asset Management, LLC Passive Investment SC 13G 1 schedule13gzls21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zalatoris II Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G9831X106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this St |
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February 14, 2024 |
KYG9831X1060 / XPAC ACQUISITION CORP / Meteora Capital, LLC Passive Investment SC 13G 1 meteorazls123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zalatoris II Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G9831X106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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February 14, 2024 |
KYG9831X1060 / XPAC ACQUISITION CORP / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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February 14, 2024 |
KYG9831X1060 / XPAC ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 zls20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ZALATORIS II ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G9831X106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp |
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February 13, 2024 |
EX-99.B 3 d96761dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby gr |
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February 13, 2024 |
EX-99.A 2 d96761dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 1002 |
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February 13, 2024 |
KYG9831X1060 / XPAC ACQUISITION CORP / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d96761dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zalatoris II Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G9831X106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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February 12, 2024 |
KYG9831X1060 / XPAC ACQUISITION CORP / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formzalatorissc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Zalatoris II Acquisition Corp. (Name of Issuer) Class A ordinary shares at $0.0001 par value (Title of Class of Securities) G9831X106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing o |
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February 9, 2024 |
KYG9831X1060 / XPAC ACQUISITION CORP / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d777081dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zalatoris II Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9831X106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this S |
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February 8, 2024 |
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): February 8, 2024 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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February 8, 2024 |
Financial Statements and Exhibits, Other Events 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): February 8, 2024 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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February 5, 2024 |
SC 13G 1 zls122923.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Zalatoris II Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) G9831X106 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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February 1, 2024 |
ZLS / Zalatoris II Acquisition Corp. / Truxt Investmentos Ltda. Passive Investment SC 13G 1 truxt-zlsww123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ZALATORIS II ACQUISITION CORP. (Name of Issuer) Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per whole share (Title of Class of Securities) G9831X122 (CUSIP |
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January 31, 2024 |
XPAC ACQUISITION CORP / Truxt Investmentos Ltda. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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January 10, 2024 |
AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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January 10, 2024 |
SC 13G/A 1 ef20018307sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Zalatoris II Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9831X106 |
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January 10, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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January 10, 2024 |
AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.2 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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January 10, 2024 |
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): January 8, 2024 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Comm |
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January 10, 2024 |
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): January 8, 2024 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Comm |
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January 10, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH |
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January 5, 2024 |
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): December 29, 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 Incorporation) (Co |
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January 5, 2024 |
Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ZALATORIS II ACQUISITION CORP. Pursuant to the Cayman Islands Companies Act ZALATORIS II ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the Cayman Islands, does hereby certify as follows: 1. The name of the Corporation is Zalatoris II Acquisition Corp. Th |
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January 5, 2024 |
Exhibit 99 Directors Name Age Position and Class Paul Davis 42 Chief Executive Officer and Director Llewelyn Farquharson 54 Chief Financial Officer and Director Demetris Demitriou 70 Director Adeel Rouf 32 Director Vik Mittal 43 Director |
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January 5, 2024 |
Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ZALATORIS II ACQUISITION CORP. Pursuant to the Cayman Islands Companies Act ZALATORIS II ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the Cayman Islands, does hereby certify as follows: 1. The name of the Corporation is Zalatoris II Acquisition Corp. Th |
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January 5, 2024 |
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): December 29, 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 Incorporation) (Co |
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January 5, 2024 |
Exhibit 99 Directors Name Age Position and Class Paul Davis 42 Chief Executive Officer and Director Llewelyn Farquharson 54 Chief Financial Officer and Director Demetris Demitriou 70 Director Adeel Rouf 32 Director Vik Mittal 43 Director |
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January 4, 2024 |
Financial Statements and Exhibits, Other Events 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): January 4, 2024 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Comm |
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January 4, 2024 |
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): January 4, 2024 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Comm |
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December 18, 2023 |
Financial Statements and Exhibits, Other Events 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): December 18, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40686 N/A (State of other jurisdiction of incorporation) (Co |
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December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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December 5, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among JSA HOLDINGS AG, as J. Streicher, ASCOTWAY LTD, as Holdco, ZALATORIS II ACQUISITION CORP., as Purchaser, and ECOHOUSE DEVELOPMENTS LIMITED, as the Company. Dated as of December 5, 2023 Article I. MERGERS 3 1.1 Mergers. 3 1.2 Effective Time. 4 1.3 Effect of the Mergers. 4 1.4 Eco House Merger Process. 5 1.5 Tax Treatment. 5 |
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December 5, 2023 |
Exhibit 10.1 SUPPORT AGREEMENT THIS EXCHANGE AND SUPPORT AGREEMENT (this “Agreement”) is made the 5th day of December 2023. AMONG (individually, a “Party”; collectively, the “Parties”): (1) JSA Holdings AG, a company incorporated in Switzerland (“J. Streicher”); and (2) Ascotway Ltd, a company incorporated in Ireland under registered number 712372 (the “Holdco”); and (3) Zalatoris II Acquisition C |
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December 5, 2023 |
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): December 5, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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December 5, 2023 |
Exhibit 99.1 Eco Modular, a Leader in Sustainable Modular Building Manufacturing, to Go Public Through Merger with Zalatoris II Acquisition Corp. ● Eco Modular Offers a full Turnkey and Offsite Solution for Sustainable Modular Manufactured Buildings across various Sectors. ● Transaction Represents an Enterprise Value of $600 Million for Eco Modular. ● Eco Modular Expects to Have up to $66 Million |
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December 5, 2023 |
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): December 5, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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December 5, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among JSA HOLDINGS AG, as J. Streicher, ASCOTWAY LTD, as Holdco, ZALATORIS II ACQUISITION CORP., as Purchaser, and ECOHOUSE DEVELOPMENTS LIMITED, as the Company. Dated as of December 5, 2023 Article I. MERGERS 3 1.1 Mergers. 3 1.2 Effective Time. 4 1.3 Effect of the Mergers. 4 1.4 Eco House Merger Process. 5 1.5 Tax Treatment. 5 |
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December 5, 2023 |
Financial Statements and Exhibits, Other Events 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): December 5, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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December 5, 2023 |
Exhibit 10.1 SUPPORT AGREEMENT THIS EXCHANGE AND SUPPORT AGREEMENT (this “Agreement”) is made the 5th day of December 2023. AMONG (individually, a “Party”; collectively, the “Parties”): (1) JSA Holdings AG, a company incorporated in Switzerland (“J. Streicher”); and (2) Ascotway Ltd, a company incorporated in Ireland under registered number 712372 (the “Holdco”); and (3) Zalatoris II Acquisition C |
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December 5, 2023 |
Exhibit 99.1 Eco Modular, a Leader in Sustainable Modular Building Manufacturing, to Go Public Through Merger with Zalatoris II Acquisition Corp. ● Eco Modular Offers a full Turnkey and Offsite Solution for Sustainable Modular Manufactured Buildings across various Sectors. ● Transaction Represents an Enterprise Value of $600 Million for Eco Modular. ● Eco Modular Expects to Have up to $66 Million |
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November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ 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 ZALATORIS II ACQ |
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November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-40686 For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report |
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November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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November 6, 2023 |
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): November 6, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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November 6, 2023 |
Other Events, Financial Statements and Exhibits 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): November 6, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Com |
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October 5, 2023 |
Financial Statements and Exhibits, Other Events 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): October 5, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Comm |
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October 5, 2023 |
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): October 5, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Comm |
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October 5, 2023 |
Exhibit 99.1 Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination NEW YORK, NEW YORK, October 5, 2023 — On October 5, 2023, Zalatoris II Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued a press release announcing that $100,000 (the “Extension Payment”) was deposited into the trust account of the Company, which enabl |
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October 5, 2023 |
Exhibit 99.1 Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination NEW YORK, NEW YORK, October 5, 2023 — On October 5, 2023, Zalatoris II Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued a press release announcing that $100,000 (the “Extension Payment”) was deposited into the trust account of the Company, which enabl |
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October 4, 2023 |
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): September 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 |
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October 4, 2023 |
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): September 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 |
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September 15, 2023 |
Financial Statements and Exhibits, Other Events 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): September 8, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Co |
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September 8, 2023 |
Exhibit 99.1 Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination NEW YORK, NEW YORK, September 5, 2023 — Zalatoris II Acquisition Corp. (NYSE: ZLSWU, ZLS, ZLSWW), a Cayman Islands exempted company (the “Company” or “Zalatoris II”), issued a press release announcing that $100,000 (the “Extension Payment”) was deposited into the trust account o |
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September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zalatoris II Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9831X106 (CUSIP Number) August 31, 2023 (Date of Ev |
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September 8, 2023 |
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): September 5, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Co |
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September 6, 2023 |
Exhibit 99.1 Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination NEW YORK, NEW YORK, September 5, 2023 — Zalatoris II Acquisition Corp. (NYSE: ZLSWU, ZLS, ZLSWW), a Cayman Islands exempted company (the “Company” or “Zalatoris II”), issued a press release announcing that $100,000 (the “Extension Payment”) was deposited into the trust account o |
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September 6, 2023 |
Financial Statements and Exhibits, Other Events 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): September 5, 2023 Zalatoris II Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40686 N/A (Co |
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September 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ 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 ZAL |
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September 5, 2023 |
Amendments to the Amended and Restated Memorandum and Articles of Association. 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 imme |
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August 23, 2023 |
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): August 22, 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 (IR |
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August 23, 2023 |
Exhibit 99.1 ZALATORIS II ACQUISITION CORP. TO REGAIN COMPLIANCE FOLLOWING RECEIPT OF THE NASDAQ LISTING DELINQUENCY LETTER New York, NY August 22, 2023 – Zalatoris II Acquisition Corp. (NASDAQ: “ZLSWU”, “ZLS”, “ZLSW”) (“we”, “us”, “our”, or the “Company”) announced today that it received a delinquency notification letter (“Notice”) from the Listing Qualifications staff of the Nasdaq Stock Market |
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August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR Commission File Number: 001-40686 For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tr |
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August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR Commission File Number: 001-40686 For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on F |
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August 10, 2023 |
U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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August 10, 2023 |
KYG9831X1060 / XPAC ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Zalatoris II Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9831X106 (CUSIP Number) July 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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July 28, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 |
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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 o |
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July 27, 2023 |
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 imme |
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July 27, 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 t |
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July 27, 2023 |
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, sup |
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July 27, 2023 |
KYG9831X1060 / XPAC ACQUISITION CORP / XPAC Sponsor LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 Zalatoris II Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9831X 106 (CUSIP Number) 31 Hudson Yards, 11th Floor New York, NY 10005 (646) 450-2536 (Name, Address and Telephone Number of Person Authorized to Recei |
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July 27, 2023 |
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 |
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July 27, 2023 |
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 there |
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July 13, 2023 |
Exhibit 99.1 XPAC ACQUISITION CORP. A Cayman Islands Exempted Company 55 West 46 Street, 30th Floor New York, NY 10036, United States SUPPLEMENT TO PROXY STATEMENT DATED JULY 10, 2023 FOR THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF XPAC ACQUISITION CORP. Dear Shareholders of XPAC Acquisition Corp.: You have previously received definitive proxy materials issued by the Company dated Jul |
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July 13, 2023 |
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 July 13, 2023 Date of Report (Date of earliest event reported) XPAC ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40686 N/A (State or other jurisdiction (Commission (I.R.S. Employer of in |
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July 13, 2023 |
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 July 13, 2023 Date of Report (Date of earliest event reported) XPAC ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40686 N/A (State or other jurisdiction (Commission (I.R.S. Employer of in |
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July 10, 2023 |
KYG9831X1060 / XPAC ACQUISITION CORP / XPAC Sponsor LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 XPAC Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9831X 106 (CUSIP Number) XP Inc. 55 West 46th Street, 30th floor New York, NY 10036 (646) 664-0501 (Name, Address and Telephone Number of Person Authorized to |
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July 10, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 10, 2023 (July 10, 2023) XPAC ACQUISITION CORP. |
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July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER XPAC ACQUISITION CORP. (Name of Registrant) Cayman Islands 001-40686 N/A (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 55 West 46th Street, 30th Floor New York, NY 1 |
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July 10, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 10, 2023 (July 10, 2023) XPAC ACQUISITION CORP. |
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July 10, 2023 |
Exhibit 10.1 PURCHASE AND SPONSOR HANDOVER AGREEMENT This PURCHASE AND SPONSOR HANDOVER AGREEMENT (this “Agreement”) is dated as of July 10, 2023, by and among J. Streicher Holdings, LLC, (the “New Sponsor”), XPAC Acquisition Corp., a Cayman Islands exempted company (“SPAC”), XPAC Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”) (each a “Party” and, collectively, the “Parties”). |
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July 10, 2023 |
Exhibit 10.1 PURCHASE AND SPONSOR HANDOVER AGREEMENT This PURCHASE AND SPONSOR HANDOVER AGREEMENT (this “Agreement”) is dated as of July 10, 2023, by and among J. Streicher Holdings, LLC, (the “New Sponsor”), XPAC Acquisition Corp., a Cayman Islands exempted company (“SPAC”), XPAC Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”) (each a “Party” and, collectively, the “Parties”). |
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June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 28, 2023 (June 28, 2023) XPAC ACQUISITION CORP. |
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June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 28, 2023 (June 28, 2023) XPAC ACQUISITION CORP. |
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June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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May 11, 2023 |
Table of Contents 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 March 31, 2023 OR ☐ 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: 0 |
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May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 4, 2023 (May 3, 2023) XPAC ACQUISITION CORP. |
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May 4, 2023 |
Exhibit 10.1 TERMINATION OF the business combination AGREEMENT This Termination of the Business Combination Agreement, dated as ofMay 3, 2023 (this "Termination Agreement"), is entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands ("PubCo"), (ii) XPAC Acquisition Corp., an exempted company limited by shar |
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May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 4, 2023 (May 3, 2023) XPAC ACQUISITION CORP. |
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May 4, 2023 |
EX-10.1 2 tm2310619d1ex10-1.htm EXHIBIT10.1 Exhibit 10.1 TERMINATION OF the business combination AGREEMENT This Termination of the Business Combination Agreement, dated as ofMay 3, 2023 (this "Termination Agreement"), is entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands ("PubCo"), (ii) XPAC Acquisitio |
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March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40686 |
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February 14, 2023 |
KYG9831X1060 / XPAC ACQUISITION CORP / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 sc13gxpacacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) XPAC Acquisition Corp. (Name of Issuer) Class A ordinary shares at $0.0001 par value (Title of Class of Securities) G9831X106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th |
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February 14, 2023 |
KYG9831X1060 / XPAC ACQUISITION CORP / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 xpax20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 XPAC Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9831X106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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February 13, 2023 |
KYG9831X1060 / XPAC ACQUISITION CORP / Fourth Sail Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d183545dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* XPAC Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G9831X 106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this |
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February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 9, 2023 XPAC ACQUISITION CORP. |
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February 9, 2023 |
Exhibit 2.1 SECOND AMENDMENT AGREEMENT TO THE BUSINESS COMBINATION AGREEMENT This Second Amendment Agreement, dated as of February 9, 2023 (this “Second Amendment Agreement”), to the Business Combination Agreement, dated as of April 25, 2022 (the “Original Business Combination Agreement”), is made and entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares |
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February 9, 2023 |
Exhibit 2.1 SECOND AMENDMENT AGREEMENT TO THE BUSINESS COMBINATION AGREEMENT This Second Amendment Agreement, dated as of February 9, 2023 (this “Second Amendment Agreement”), to the Business Combination Agreement, dated as of April 25, 2022 (the “Original Business Combination Agreement”), is made and entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares |
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February 9, 2023 |
Exhibit 2.1 SECOND AMENDMENT AGREEMENT TO THE BUSINESS COMBINATION AGREEMENT This Second Amendment Agreement, dated as of February 9, 2023 (this “Second Amendment Agreement”), to the Business Combination Agreement, dated as of April 25, 2022 (the “Original Business Combination Agreement”), is made and entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares |
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February 9, 2023 |
Filed by SUPERBAC PubCo Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: XPAC Acquisition Corp. Commission File No.: 001-40686 Date: February 9, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of th |
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February 9, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 9, 2023 XPAC ACQUISITION CORP. |
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January 31, 2023 |
XPAC ACQUISITION CORP / Truxt Investmentos Ltda. Passive Investment SC 13G/A 1 truxt-xpaxu123122a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* XPAC ACQUISITION CORP. (Name of Issuer) Unit, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant (Title of Class of Securities) G9831X114 (CUSIP Number) December 31 |
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December 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 29, 2022 XPAC ACQUISITION CORP. |
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December 29, 2022 |
425 1 tm2233616d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 29, 2022 XPAC ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40686 N/A (State or other jurisdiction (Co |
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December 29, 2022 |
Exhibit 99.1 This document is a free translation of the Portuguese original. In case of differences, the Portuguese version shall prevail. SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ/ME No. 00.657.661/0001-94 NIRE 35.300.340.604 MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 19, 2022 1. DATE, TIME, AND PLACE: On December 19, 2022, at 8:30 A.M., at the headquarters of Super |
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December 29, 2022 |
Exhibit 99.1 This document is a free translation of the Portuguese original. In case of differences, the Portuguese version shall prevail. SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ/ME No. 00.657.661/0001-94 NIRE 35.300.340.604 MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 19, 2022 1. DATE, TIME, AND PLACE: On December 19, 2022, at 8:30 A.M., at the headquarters of Super |
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December 29, 2022 |
425 1 tm2233616d2425.htm 425 Filed by SUPERBAC PubCo Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: XPAC Acquisition Corp. Commission File No.: 001-40686 Date: December 29, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuan |
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December 12, 2022 |
Exhibit 99.1 This document is a free translation of the Portuguese original. In case of differences, the Portuguese version shall prevail. SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ/ME No. 00.657.661/0001-94 NIRE 35.300.340.604 CALL NOTICE ORDINARY AND EXTRAORDINARY GENERAL MEETING The shareholders of SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. (the ?Company?) are hereby summoned to meet at an Ordinary |
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December 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 12, 2022 (December 3, 2022) XPAC ACQUISITION CORP. |
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December 12, 2022 |
EX-99.1 2 tm2232432d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 This document is a free translation of the Portuguese original. In case of differences, the Portuguese version shall prevail. SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ/ME No. 00.657.661/0001-94 NIRE 35.300.340.604 CALL NOTICE ORDINARY AND EXTRAORDINARY GENERAL MEETING The shareholders of SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. (the “Company” |
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December 12, 2022 |
Exhibit 99.1 This document is a free translation of the Portuguese original. In case of differences, the Portuguese version shall prevail. SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ/ME No. 00.657.661/0001-94 NIRE 35.300.340.604 CALL NOTICE ORDINARY AND EXTRAORDINARY GENERAL MEETING The shareholders of SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. (the ?Company?) are hereby summoned to meet at an Ordinary |
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December 12, 2022 |
Filed by SUPERBAC PubCo Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: XPAC Acquisition Corp. Commission File No.: 001-40686 Date: December 12, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of t |
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December 12, 2022 |
425 1 tm2232432d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 12, 2022 (December 3, 2022) XPAC ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40686 N/A (State or oth |
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December 2, 2022 |
Exhibit 2.1 FIRST AMENDMENT AGREEMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment Agreement, dated as of December 2, 2022 (this ?Amendment Agreement?), to the Business Combination Agreement, dated as of April 25, 2022 (the ?Original Business Combination Agreement?), is made and entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated |
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December 2, 2022 |
425 1 tm2231649d3425.htm 425 Filed by SUPERBAC PubCo Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: XPAC Acquisition Corp. Commission File No.: 001-40686 Date: December 2, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant |
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December 2, 2022 |
Exhibit 2.1 FIRST AMENDMENT AGREEMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment Agreement, dated as of December 2, 2022 (this ?Amendment Agreement?), to the Business Combination Agreement, dated as of April 25, 2022 (the ?Original Business Combination Agreement?), is made and entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated |
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December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 2, 2022 XPAC ACQUISITION CORP. |
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December 2, 2022 |
Exhibit 2.1 FIRST AMENDMENT AGREEMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment Agreement, dated as of December 2, 2022 (this ?Amendment Agreement?), to the Business Combination Agreement, dated as of April 25, 2022 (the ?Original Business Combination Agreement?), is made and entered into by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated |
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December 2, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 2, 2022 XPAC ACQUISITION CORP. |
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November 10, 2022 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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September 9, 2022 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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September 9, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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August 22, 2022 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 22, 2022 XPAC ACQUISITION CORP. |
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August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40686 (Check One) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ?Form N-SAR ?Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form |
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July 11, 2022 |
Investor Presentation July 2022 Exhibit 99.1 Investor Presentation July 2022 2 SuperBAC Represents an Attractive Investment Opportunity We are a leading player in the biotech revolution, leveraging technology to create more sustainable and efficient solutions A leading producer of Bio - enhanced fertilizers in Brazil We substitute chemical processes for efficient and environmentally friendly solutions Proprietary technology to b |
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July 11, 2022 |
Filed by SUPERBAC PubCo Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: XPAC Acquisition Corp. Commission File No.: 001-40686 Date: July 11, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the S |
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July 11, 2022 |
Investor Presentation July 2022 Exhibit 99.1 Investor Presentation July 2022 2 SuperBAC Represents an Attractive Investment Opportunity We are a leading player in the biotech revolution, leveraging technology to create more sustainable and efficient solutions A leading producer of Bio - enhanced fertilizers in Brazil We substitute chemical processes for efficient and environmentally friendly solutions Proprietary technology to b |
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July 11, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 11, 2022 XPAC ACQUISITION CORP. |
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June 2, 2022 |
Form of Lock-up Joinder Agreement. Exhibit 10.1 FORM OF JOINDER AGREEMENT This Joinder Agreement (this ?Agreement?) is made as of [?], by [?] (?Joining Equity Holder?), pursuant to, and in accordance with, the Lock-Up Agreement dated as of April 25, 2022, by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (?PubCo?), (ii) SuperBac Biotechnology Solut |
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June 2, 2022 |
Form of Lock-up Joinder Agreement Exhibit 10.1 FORM OF JOINDER AGREEMENT This Joinder Agreement (this ?Agreement?) is made as of [?], by [?] (?Joining Equity Holder?), pursuant to, and in accordance with, the Lock-Up Agreement dated as of April 25, 2022, by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (?PubCo?), (ii) SuperBac Biotechnology Solut |
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June 2, 2022 |
Form of Investment Agreement Joinder EX-10.2 3 tm2213436d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF JOINDER AGREEMENT This Joinder Agreement (this “Agreement”) is made as of [●], by [●] (“Joining Equity Holder”), pursuant to, and in accordance with, the Investment Agreement dated as of April 26, 2022 ("Investment Agreement"), by and among SuperBac Biotechnology Solutions S.A., a corporation (sociedade anônima) incorporated under t |
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June 2, 2022 |
Exhibit 99.1 Unofficial English language free translation of the Portuguese language original SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ No. 00.657.661/0001-94 NIRE 35.300.340.604 MINUTES OF THE EXTRAORDINARY SHAREHOLDERS? MEETING HELD ON MAY 12, 2022 1 DATE, TIME AND PLACE: On May 12, 2022, at 8:30 A.M., at the headquarters of Superbac Biotechnology Solutions S.A., located in the city of Cotia, S |
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June 2, 2022 |
Exhibit 99.1 Unofficial English language free translation of the Portuguese language original SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ No. 00.657.661/0001-94 NIRE 35.300.340.604 MINUTES OF THE EXTRAORDINARY SHAREHOLDERS? MEETING HELD ON MAY 12, 2022 1 DATE, TIME AND PLACE: On May 12, 2022, at 8:30 A.M., at the headquarters of Superbac Biotechnology Solutions S.A., located in the city of Cotia, S |
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June 2, 2022 |
Form of Investment Agreement Joinder. Exhibit 10.2 FORM OF JOINDER AGREEMENT This Joinder Agreement (this ?Agreement?) is made as of [?], by [?] (?Joining Equity Holder?), pursuant to, and in accordance with, the Investment Agreement dated as of April 26, 2022 ("Investment Agreement"), by and among SuperBac Biotechnology Solutions S.A., a corporation (sociedade an?nima) incorporated under the laws of Brazil (the ?Company?), XPAC Acqui |
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June 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 26, 2022 XPAC ACQUISITION CORP. |
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June 2, 2022 |
Filed by SUPERBAC PubCo Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: XPAC Acquisition Corp. Commission File No.: 001-40686 Date: June 2, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Se |
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June 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 26, 2022 XPAC ACQUISITION CORP. |
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May 13, 2022 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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May 13, 2022 |
Exhibit 10.4 ? INVESTMENT AGREEMENT ? THIS INVESTMENT AGREEMENT (this ?Agreement?) is made and entered into as of April 26, 2022 (the ?Effective Date?) by and among SuperBac Biotechnology Solutions S.A., a corporation (sociedade an?nima) incorporated under the laws of Brazil (the ?Company?), XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Isl |
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April 25, 2022 |
Exhibit 10.4 FORM OF INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?) is made and entered into as of April 26, 2022 (the ?Effective Date?) by and among SuperBac Biotechnology Solutions S.A., a corporation (sociedade an?nima) incorporated under the laws of Brazil (the ?Company?), XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman |
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April 25, 2022 |
Exhibit 10.1 April 25, 2022 XPAC Acquisition Corp. 55 West 46th Street, 30th Floor New York, NY 10036 SuperBac Corp. Rua Arizona, 491, 7th and 8th Floors Brooklin S?o Paulo, SP 04567-001 SuperBac Biotechnology Solutions S.A. Rua Arizona, 491, 7th and 8th Floors Brooklin S?o Paulo, SP 04567-001 Re: Sponsor Support Agreement Ladies and Gentlemen: Reference is made in this letter agreement (this ?Spo |
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April 25, 2022 |
Lock-up Agreement dated as of April 25, 2022, by and among certain SuperBac shareholders. Exhibit 10.3 LOCK-UP AGREEMENT This Lock-Up Agreement (this ?Agreement?) is made as of April 25, 2022, by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (?PubCo?), (ii) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Brazil (the ?Company?), (iii) XPAC Acquisition Corp., an e |
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April 25, 2022 |
Filed by SUPERBAC PubCo Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: XPAC Acquisition Corp. Commission File No.: 001-40686 Date: April 25, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the |
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April 25, 2022 |
Lock-up Agreement dated as of April 25, 2022, by and among the Existing Company Shareholders Exhibit 10.3 LOCK-UP AGREEMENT This Lock-Up Agreement (this ?Agreement?) is made as of April 25, 2022, by and among (i) SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (?PubCo?), (ii) SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of the Brazil (the ?Company?), (iii) XPAC Acquisition Corp., an e |
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April 25, 2022 |
Exhibit 10.1 April 25, 2022 XPAC Acquisition Corp. 55 West 46th Street, 30th Floor New York, NY 10036 SuperBac Corp. Rua Arizona, 491, 7th and 8th Floors Brooklin S?o Paulo, SP 04567-001 SuperBac Biotechnology Solutions S.A. Rua Arizona, 491, 7th and 8th Floors Brooklin S?o Paulo, SP 04567-001 Re: Sponsor Support Agreement Ladies and Gentlemen: Reference is made in this letter agreement (this ?Spo |
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April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 25, 2022 XPAC ACQUISITION CORP. |
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April 25, 2022 |
Exhibit 99.2 Investor Presentation April 2022 Exhibit 99.2 2 Company Motto AGRICULTURAL REVOLUTION INDUSTRIAL REVOLUTION TECH REVOLUTION 4 BIOTECH REVOLUTION 2 more sustainable and efficient solutions We are a leading player in the biotech revolution, disrupting traditional industries with 3 What SuperBAC Does Differently (And Better!) 03 Note: (1) Not to scale. (2) NPK stands for Nitrogen, Phosph |
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April 25, 2022 |
Exhibit 2.1 Dated April 25, 2022 XPAC Acquisition Corp., SUPERBAC PubCo Holdings Inc., BAC1 Holdings Inc., BAC2 Holdings Inc., - and - SuperBac Biotechnology Solutions S.A. BUSINESS COMBINATION AGREEMENT TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Other Definitions 20 Section 1.3 Construction 22 Article II TRANSACTIONS; CLOSING 23 Section 2.1 Pre-Cl |
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April 25, 2022 |
Exhibit 10.4 FORM OF INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?) is made and entered into as of April 26, 2022 (the ?Effective Date?) by and among SuperBac Biotechnology Solutions S.A., a corporation (sociedade an?nima) incorporated under the laws of Brazil (the ?Company?), XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman |
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April 25, 2022 |
Exhibit 99.1 SuperBac, a Leading Biotech Company in Brazil, Plans to List on Nasdaq through a Business Combination with XPAC ? XPAC is sponsored by XPAC Sponsor LLC, an affiliate of XP Inc., a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil. ? SuperBac is a leading player in the biotech revolution, disrupting traditional industries wi |
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April 25, 2022 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of April 25, 2022 (the ?Effective Date?) by and among SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (?PubCo?), SuperBac Biotechnology Solutions S.A., a corporation incorporated under the laws of Brazil (?C |
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April 25, 2022 |
Form of Registration Rights Agreement. Exhibit 10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among SuperBac Corp. (formerly named SUPERBAC PubCo Holdings Inc.) , an exempted company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), XPAC Sponsor LLC, a Cay |
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April 25, 2022 |
Form of Assignment, Assumption and Amendment Agreement. Exhibit 10.6 FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Among XPAC ACQUISITION CORP., SUPERBAC PUBCO HOLDINGS INC., And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2022 THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this ?Agreement?), dated [?], 2022, is made by and among XPAC Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Ca |
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April 25, 2022 |
Exhibit 99.3 This document is a free translation of the Portuguese original. In case of differences, the Portuguese version shall prevail. SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ/ME No. 00.657.661/0001-94 NIRE 35.300.340.604 CALL NOTICE EXTRAORDINARY GENERAL MEETING The shareholders of SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. (the ?Company?) are hereby summoned to meet at the Extraordinary General |
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April 25, 2022 |
Form of Assignment, Assumption and Amendment Agreement EX-10.6 8 tm2213436d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Among XPAC ACQUISITION CORP., SUPERBAC PUBCO HOLDINGS INC., And CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2022 THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [●], 2022, is made by and among XPAC Acquisition Corp., an exempted company limited by |
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April 25, 2022 |
EX-10.2 4 tm2213436d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2022 (the “Effective Date”) by and among SUPERBAC PubCo Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), SuperBac Biotechnology Solutions S.A., a corporat |
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April 25, 2022 |
Exhibit 99.3 This document is a free translation of the Portuguese original. In case of differences, the Portuguese version shall prevail. SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. CNPJ/ME No. 00.657.661/0001-94 NIRE 35.300.340.604 CALL NOTICE EXTRAORDINARY GENERAL MEETING The shareholders of SUPERBAC BIOTECHNOLOGY SOLUTIONS S.A. (the ?Company?) are hereby summoned to meet at the Extraordinary General |
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April 25, 2022 |
Exhibit 99.2 Investor Presentation April 2022 Exhibit 99.2 2 Company Motto AGRICULTURAL REVOLUTION INDUSTRIAL REVOLUTION TECH REVOLUTION 4 BIOTECH REVOLUTION 2 more sustainable and efficient solutions We are a leading player in the biotech revolution, disrupting traditional industries with 3 What SuperBAC Does Differently (And Better!) 03 Note: (1) Not to scale. (2) NPK stands for Nitrogen, Phosph |
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April 25, 2022 |
Exhibit 99.1 SuperBac, a Leading Biotech Company in Brazil, Plans to List on Nasdaq through a Business Combination with XPAC ? XPAC is sponsored by XPAC Sponsor LLC, an affiliate of XP Inc., a leading, technology-driven platform and a trusted provider of low-fee financial products and services in Brazil. ? SuperBac is a leading player in the biotech revolution, disrupting traditional industries wi |
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April 25, 2022 |
Exhibit 2.1 Dated April 25, 2022 XPAC Acquisition Corp., SUPERBAC PubCo Holdings Inc., BAC1 Holdings Inc., BAC2 Holdings Inc., - and - SuperBac Biotechnology Solutions S.A. BUSINESS COMBINATION AGREEMENT TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Other Definitions 20 Section 1.3 Construction 22 Article II TRANSACTIONS; CLOSING 23 Section 2.1 Pre-Cl |
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April 25, 2022 |
Form of Registration Rights Agreement Exhibit 10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among SuperBac Corp. (formerly named SUPERBAC PubCo Holdings Inc.) , an exempted company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), XPAC Sponsor LLC, a Cay |
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April 25, 2022 |
425 1 tm2213436d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 25, 2022 XPAC ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40686 N/A (State or other jurisdiction (Commi |
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March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 30, 2022 |
Description of the Company’s securities. ? Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, XPAC Acquisition Corp. (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, (ii) Class A ordinary shar |
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February 4, 2022 |
XPAC ACQUISITION CORP / Truxt Investmentos Ltda. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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November 12, 2021 |
Table of Contents 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 September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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September 17, 2021 |
Financial Statements and Exhibits, Other Events 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): September 17, 2021 XPAC Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40686 N/A (State or other jurisdiction (Commission (I.R.S. Employer |
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September 17, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE XPAC Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing September 20, 2021 NEW YORK, NY, September 17, 2021 ? XPAC Acquisition Corp. (the ?Company?) announced today that, commencing September 20, 2021, holders of the units sold in the Company?s initial public offering of 21,961,131 units completed on |
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September 13, 2021 |
Table of Contents 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, 2021 OR ☐ 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: 00 |
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September 13, 2021 |
Table of Contents 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 March 31, 2021 OR ☐ 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: 0 |
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August 25, 2021 |
XPAC ACQUISITION CORP BALANCE SHEET August 3, 2021 Exhibit 99.1 XPAC ACQUISITION CORP BALANCE SHEET August 3, 2021 August 3, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets Current Assets Cash $ 2,293,973 392,228 (a) $ 2,293,973 (392,228) (b) Total Current Assets 2,293,973 - 2,293,973 Cash and marketable securities held in trust account 200,000,000 19,611,310 (c) 219,611,310 Total Assets $ 202,293,973 $ 19,611,310 $ 221,905,2 |
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August 25, 2021 |
Other Events, Financial Statements and Exhibits 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): August 19, 2021 XPAC Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40686 N/A (State or other jurisdiction (Commission (I.R.S. Employer of |
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August 20, 2021 |
XPAXU / XPAC Acquisition Corp. Unit / XPAC Sponsor LLC - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 XPAC Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9831X 106 (CUSIP Number) XP Inc. 55 West 46th Street, 30th floor New York, NY 10036 (646) 664-0501 (Name, Address and Telephone Number of Person Authorized to |
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August 13, 2021 |
Joint Filing Agreement by and among the Reporting Persons. Exhibit 4 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of XPAC Acquisition Corp. |
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August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 XPAC Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G9831X 106 (CUSIP Number) XP Inc. 55 West 46th Street, 30th floor New York, NY 10036 (646) 664-0501 (Name, Address and Telephone Number of Person Authorized to Receive Notices an |
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August 11, 2021 |
EX-99.1 2 d186231dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: August 11, 202 |
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August 11, 2021 |
Fourth Sail Capital LP - SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XPAC Acquisition Corp. (Name of Issuer) Class A common shares, par value $0.0001 per share (Title of Class of Securities) G9831X 114 (CUSIP Number) August 3, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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August 11, 2021 |
EXHIBIT 2 Power of Attorney Know all by these presents, that the undersigned persons hereby makes, constitutes and appoint Thiago Doria, with full power of substitution and re-substitution, the undersigned?s true and lawful attorney-in-fact (such person and his substitutes being referred to herein as the ?Attorney-in-Fact?), with full power to act for the undersigned and in the undersigned?s name, place and stead, in any and all capacities, to: 1. |
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August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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August 9, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2111449d158k.htm FORM 8-K 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): August 3, 2021 XPAC Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40686 N/A (State or other jurisdictio |
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August 9, 2021 |
XPAC ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Exhibit 99.1 XPAC ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of XPAC Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of XPAC Acqui |
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August 3, 2021 |
Indemnity Agreement, dated July 29, 2021, between the Company and Marcos Peixoto. EX-10.9 13 tm2111449d14ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2021. Between: (1) XPAC Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the un |
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August 3, 2021 |
Financial Statements and Exhibits, Other Events 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 29, 2021 XPAC Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40686 N/A (State or other jurisdiction (Commission (I.R.S. Employer of i |
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August 3, 2021 |
Indemnity Agreement, dated July 29, 2021, between the Company and Denis Pedreira. EX-10.10 14 tm2111449d14ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2021. Between: (1) XPAC Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) th |
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August 3, 2021 |
Indemnity Agreement, dated July 29, 2021, between the Company and Ana Cabral-Gardner. EX-10.11 15 tm2111449d14ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2021. Between: (1) XPAC Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) th |
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August 3, 2021 |
EX-10.3 7 tm2111449d14ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2021, is made and entered into by and among XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and XPAC Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor” and, together with |
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August 3, 2021 |
EX-10.1 5 tm2111449d14ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION July 29, 2021 XPAC Acquisition Corp. 55 West 46th Street, 30th floor New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into |
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August 3, 2021 |
Indemnity Agreement, dated July 29, 2021, between the Company and Camilo de Oliveira Tedde. EX-10.12 16 tm2111449d14ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2021. Between: (1) XPAC Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) th |
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August 3, 2021 |
Indemnity Agreement, dated July 29, 2021, between the Company and Guilherme Teixeira. EX-10.7 11 tm2111449d14ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2021. Between: (1) XPAC Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the un |
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August 3, 2021 |
Sponsor Warrants Purchase Agreement, dated July 29, 2021, between the Company and the Sponsor. EX-10.5 9 tm2111449d14ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 EXECUTION VERSION SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between XPAC Acquisition Corp, a Cayman Islands exempted company (the “Company”), and XPAC Sponsor LLC, a Cayman Islands limited liabili |
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August 3, 2021 |
Underwriting Agreement, dated July 29, 2021, between the Company and Citigroup Global Markets Inc. Exhibit 1.1 XPAC ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENT New York, New York July 29, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 As the sole Underwriter Ladies and Gentlemen: XPAC Acquisition Corp., a Cayman Islands exempted company (the "Company"), proposes to issue and sell to the underwriter listed in Schedule I hereto (the "Underwriter"), an agg |
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August 3, 2021 |
Amended and Restated Memorandum and Articles of Association of the Company. EX-3.1 3 tm2111449d14ex3-1.htm EXHIBIT 3.1 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 by written resolution of the shareholders of the Company dated 24 July 2021 and effective on 29 July 2021, the following special resolution was passed: 1 Adoption of Amended a |
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August 3, 2021 |
EX-4.1 4 tm2111449d14ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION WARRANT AGREEMENT XPAC ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 29, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated July 29, 2021, is by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York cor |
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August 3, 2021 |
Indemnity Agreement, dated July 29, 2021, between the Company and Chu Chiu Kong. EX-10.6 10 tm2111449d14ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2021. Between: (1) XPAC Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the un |
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August 3, 2021 |
XPAC Acquisition Corp. Announces Pricing of $200,000,000 Initial Public Offering Exhibit 99.1 FOR IMMEDIATE RELEASE XPAC Acquisition Corp. Announces Pricing of $200,000,000 Initial Public Offering NEW YORK, NY, July 29, 2021 ? XPAC Acquisition Corp. (the ?Company?) announced today that it priced its initial public offering of 20,000,000 units at $10.00 per unit. The units will be listed on The Nasdaq Stock Market LLC (the ?Nasdaq?) and trade under the ticker symbol ?XPAXU? beg |
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August 3, 2021 |
Indemnity Agreement, dated July 29, 2021, between the Company and Fabio Kann. EX-10.8 12 tm2111449d14ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 EXECUTION VERSION INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2021. Between: (1) XPAC Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and (2) the un |
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August 3, 2021 |
EX-10.2 6 tm2111449d14ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 29, 2021, by and between XPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREA |
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August 3, 2021 |
Administrative Services Agreement, dated July 29, 2021, between the Company and the Sponsor. EX-10.4 8 tm2111449d14ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTION VERSION (333-256097) XPAC Acquisition Corp. 55 West 46th Street, 30th floor New York, NY 10036 July 29, 2021 XPAC Sponsor LLC 55 West 46th Street, 30th floor New York, NY 10036 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between XPAC Acquisition Corp |
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August 2, 2021 |
$200,000,000 XPAC Acquisition Corp. 20,000,000 Units TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-256097? PROSPECTUS $200,000,000 XPAC Acquisition Corp. 20,000,000 Units XPAC Acquisition Corp. is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar |