{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-084790","form_type":"8-K","ticker":null,"cik":"0001853397","company_name":"Zalatoris II Acquisition Corp","filed_at":"2023-07-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.785949+00:00","generated_at":"2026-06-13T00:56:51.224245+00:00","sec_items":["1.01","3.03","5.02","5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"XPAC Acquisition Corp renamed to Zalatoris II, extends deadline, sponsor handover, redeems ~$161M","bullets":["Shareholders approved extension of business combination deadline from Aug 3, 2023 to up to Aug 3, 2024 (12 monthly extensions).","Company renamed to Zalatoris II Acquisition Corp; trading symbols change to ZLS, ZLSWU, ZLSWW on July 31.","New sponsor J. Streicher Holdings purchased 4,400,283 Class B shares and 4,261,485 warrants for $250,000 plus $25,000 legal fees.","Redeemed 15,446,457 Class A shares for ~$160.7M at ~$10.41/share, leaving ~$67.8M in trust and 6.5M shares outstanding.","All directors/officers removed; new board appointed: Paul Davis (CEO, Chairman), Llewelyn Farquarhson (CFO), plus three others."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-084790","json":"https://secwatch.observer/filing/0001104659-23-084790.json","markdown":"https://secwatch.observer/filing/0001104659-23-084790.md","text":"https://secwatch.observer/filing/0001104659-23-084790.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/tm2321971d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T00:56:51.224245+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3bbaf77951","claim":"Guilherme Teixeira was removed as Chief Investment Officer at Zalatoris II Acquisition Corp.","evidence_excerpt":"On July 27, 2023, Chu 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and letter agreement amendment (effective 2023-07-27).","evidence_excerpt":"On July 27, 2023, in the Shareholder Meeting, shareholders of the Company approved (i) the Extension Amendment Proposal, (ii) the Redemption Limitation Amendment Proposal, (iii) the Name Change Amendment Proposal, and (iv) the Letter Agreement Amendment Proposal","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-07-27"}],"fact_type":"governance_change"},{"claim_id":"1d908a95f20fcde04b66b2556b1eee0b0684264d","claim":"Zalatoris II Acquisition Corp amended Amendment with XPAC Sponsor LLC and each of the insiders named therein (effective 2023-07-27).","evidence_excerpt":"On July 27, 2023, XPAC Acquisition Corp. (now called Zalatoris II Acquisition Corp, as described herein), a Cayman Islands exempted company (the “ Company ”), XPAC Sponsor LLC, a Cayman Islands limited liability company (the “ Sponsor ”) and each of the insiders named therein entered into an amendment (the “ Amendment ”) to that certain letter agreement dated as of July 29, 2021 entered into between the Company, the Sponsor and the insiders named therein (the “ Letter Agreement ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"XPAC Sponsor LLC and each of the insiders named therein"},{"label":"Effective","value":"2023-07-27"}],"fact_type":"material_agreement"},{"claim_id":"8ba4fc6f604224b1bf4193d17638a30aa5359032","claim":"Zalatoris II Acquisition Corp amended Promissory Note Waiver with XPAC Sponsor LLC (effective 2023-07-27).","evidence_excerpt":"On July 27, 2023, the Sponsor and the Company entered into a waiver (the “ Promissory Note Waiver ”) to that certain Promissory Note, dated March 19, 2021, by and between the Sponsor and the Company (the “ Promissory Note ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"XPAC Sponsor LLC"},{"label":"Effective","value":"2023-07-27"}],"fact_type":"material_agreement"},{"claim_id":"a96351bbbd6e446f9119dfdf8bfbcf38fc6f2265","claim":"Zalatoris II Acquisition Corp amended Joinder with J. Streicher Holdings, LLC (effective 2023-07-27).","evidence_excerpt":"On July 27, 2023, the Company, the Sponsor and J. Streicher Holdings, LLC (the “ New Sponsor ”) entered into a joinder (the “ Joinder ”) to the Letter Agreement.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"J. Streicher Holdings, LLC"},{"label":"Effective","value":"2023-07-27"}],"fact_type":"material_agreement"},{"claim_id":"16e10a7b8ab970b70a3556f75de4d740cca5a802","claim":"Zalatoris II Acquisition Corp shareholders approved Letter Agreement Amendment Proposal - to amend the letter agreement to allow transfer of sponsor holdings prior to lock-up expiration at the 2023-07-27 meeting.","evidence_excerpt":"The Letter Agreement Amendment Proposal was approved. The voting results of the Letter Agreement Amendment Proposal were as follows: For Against Abstain 18,663,217 803,294 100,614","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-27"}],"fact_type":"shareholder_vote"},{"claim_id":"2b4e30e70ca17a105b6b9a36542be9387e67e474","claim":"Zalatoris II Acquisition Corp shareholders approved Name Change Amendment Proposal - to change the company name to Zalatoris II Acquisition Corp at the 2023-07-27 meeting.","evidence_excerpt":"The Name Change Amendment Proposal was approved. The voting results of the Name Change Amendment Proposal were as follows: For Against Abstain 18,663,242 803,294 100,589","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-27"}],"fact_type":"shareholder_vote"},{"claim_id":"655335aa2e098cfc9326a6caebcf38aefbf921eb","claim":"Zalatoris II Acquisition Corp shareholders approved Redemption Limitation Amendment Proposal - to amend the memorandum and articles of association to eliminate the redemption limitation at the 2023-07-27 meeting.","evidence_excerpt":"The Redemption Limitation Amendment Proposal was approved. The voting results of the Redemption Limitation Amendment Proposal were as follows: For Against Abstain 18,663,717 803,319 100,089","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-27"}],"fact_type":"shareholder_vote"},{"claim_id":"f8bb4fa1bd7af3537377bba382700ada1ca9f8bd","claim":"Zalatoris II Acquisition Corp shareholders approved Extension Amendment Proposal - to amend the memorandum and articles of association to extend the termination date for business combination at the 2023-07-27 meeting.","evidence_excerpt":"The Extension Amendment Proposal was approved. The voting results of the Extension Amendment Proposal were as follows: For Against Abstain 18,663,742 803,294 100,089","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-07-27"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}