--- 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" generated_at: "2026-06-13T00:56:51.224245+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # XPAC Acquisition Corp renamed to Zalatoris II, extends deadline, sponsor handover, redeems ~$161M ## Summary - 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. ## SEC filing metadata - accession: 0001104659-23-084790 - form_type: 8-K - cik: 0001853397 - company_name: Zalatoris II Acquisition Corp - filed_at: 2023-07-27T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.03, 5.02, 5.03, 5.07, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-084790 - JSON: https://secwatch.observer/filing/0001104659-23-084790.json - Plain text: https://secwatch.observer/filing/0001104659-23-084790.txt ## Key facts - Executive change Guilherme Teixeira was removed as Chief Investment Officer at Zalatoris II Acquisition Corp. - Action: removed - Role: Chief Investment Officer source text: On July 27, 2023, Chu Chiu Kong was removed as Chief Executive Officer of the Company, Guilherme Teixeira was removed as Chief Investment Officer of the Company and Fabio Kann was removed as Chief Financial Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Denis Pedreira was removed as Director at Zalatoris II Acquisition Corp. - Action: removed - Role: Director source text: On July 27, 2023, Chu Chiu Kong, Ana Cabral-Gardner, Marcos Peixoto, Camilo Tedde and Denis Pedreira were removed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Ana Cabral-Gardner was removed as Director at Zalatoris II Acquisition Corp. - Action: removed - Role: Director source text: On July 27, 2023, Chu Chiu Kong, Ana Cabral-Gardner, Marcos Peixoto, Camilo Tedde and Denis Pedreira were removed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Demetris Demitriou was appointed as Director at Zalatoris II Acquisition Corp. - Action: appointed - Role: Director source text: On July 27, 2023, Paul Davis, Llewelyn Farquarhson, Adeel Rouf, Demetris Demitriou and Vik Mittal were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Vik Mittal was appointed as Director at Zalatoris II Acquisition Corp. - Action: appointed - Role: Director source text: On July 27, 2023, Paul Davis, Llewelyn Farquarhson, Adeel Rouf, Demetris Demitriou and Vik Mittal were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Chu Chiu Kong was removed as Chief Executive Officer and Chairman at Zalatoris II Acquisition Corp. - Action: removed - Role: Chief Executive Officer and Chairman source text: On July 27, 2023, Chu Chiu Kong was removed as Chief Executive Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Camilo Tedde was removed as Director at Zalatoris II Acquisition Corp. - Action: removed - Role: Director source text: On July 27, 2023, Chu Chiu Kong, Ana Cabral-Gardner, Marcos Peixoto, Camilo Tedde and Denis Pedreira were removed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Llewelyn Farquarhson was appointed as Chief Financial Officer at Zalatoris II Acquisition Corp. - Action: appointed - Role: Chief Financial Officer source text: On July 27, 2023, Paul Davis was appointed as Chief Executive Officer of the Company and Llewelyn Farquarhson was appointed as Chief Financial Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Fabio Kann was removed as Chief Financial Officer at Zalatoris II Acquisition Corp. - Action: removed - Role: Chief Financial Officer source text: On July 27, 2023, Chu Chiu Kong was removed as Chief Executive Officer of the Company, Guilherme Teixeira was removed as Chief Investment Officer of the Company and Fabio Kann was removed as Chief Financial Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Paul Davis was appointed as Chief Executive Officer and Chairman at Zalatoris II Acquisition Corp. - Action: appointed - Role: Chief Executive Officer and Chairman source text: On July 27, 2023, Paul Davis was appointed as Chief Executive Officer of the Company and Llewelyn Farquarhson was appointed as Chief Financial Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Marcos Peixoto was removed as Director at Zalatoris II Acquisition Corp. - Action: removed - Role: Director source text: On July 27, 2023, Chu Chiu Kong, Ana Cabral-Gardner, Marcos Peixoto, Camilo Tedde and Denis Pedreira were removed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Executive change Adeel Rouf was appointed as Director at Zalatoris II Acquisition Corp. - Action: appointed - Role: Director source text: On July 27, 2023, Paul Davis, Llewelyn Farquarhson, Adeel Rouf, Demetris Demitriou and Vik Mittal were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Governance Changes Zalatoris II Acquisition Corp: Shareholders approved amendments to the amended and restated memorandum and articles of association covering extension of business combination deadline, redemption limitation, name change, and letter agreement amendment (effective 2023-07-27). - Change: charter amendment - Effective: 2023-07-27 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Material Agreements Zalatoris II Acquisition Corp amended Amendment with XPAC Sponsor LLC and each of the insiders named therein (effective 2023-07-27). - Action: amendment - Counterparty: XPAC Sponsor LLC and each of the insiders named therein - Effective: 2023-07-27 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Material Agreements Zalatoris II Acquisition Corp amended Promissory Note Waiver with XPAC Sponsor LLC (effective 2023-07-27). - Action: amendment - Counterparty: XPAC Sponsor LLC - Effective: 2023-07-27 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Material Agreements Zalatoris II Acquisition Corp amended Joinder with J. Streicher Holdings, LLC (effective 2023-07-27). - Action: amendment - Counterparty: J. Streicher Holdings, LLC - Effective: 2023-07-27 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Shareholder Votes 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. - Outcome: passed - Meeting: 2023-07-27 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-27 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-27 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-27 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1853397/000110465923084790/0001104659-23-084790-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.