ZLSSF / Zalatoris II Acquisition Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Zalatoris II Acquisition Corp.
US ˙ OTCPK ˙ KYG9831X1060

Mga Batayang Estadistika
CIK 1853397
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Zalatoris II Acquisition Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 14, 2025 EX-1

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.

November 14, 2024 SC 13G/A

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

November 14, 2024 SC 13G/A

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.

November 13, 2024 SC 13G/A

ZLSSF / Zalatoris II Acquisition Corp. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

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

November 12, 2024 SC 13G/A

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

October 28, 2024 425

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 Acq

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

October 28, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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

September 16, 2024 8-K

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

September 16, 2024 425

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 A

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

September 10, 2024 SC 13G/A

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

September 9, 2024 425

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 Ac

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

September 9, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 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

August 7, 2024 EX-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

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

August 7, 2024 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 2, 2024 Zalatoris II Acqui

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

August 7, 2024 EX-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

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

August 7, 2024 425

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 Acqui

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

July 31, 2024 DEFA14A

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 Acquis

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

July 31, 2024 425

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 Acquis

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

July 31, 2024 8-K

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 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

July 30, 2024 425

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 Acquis

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

July 30, 2024 8-K

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 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

July 30, 2024 DEFA14A

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 Acquis

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

July 26, 2024 425

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 Acquis

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

July 26, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 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

July 22, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 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

July 22, 2024 425

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 Acquis

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

July 16, 2024 425

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 Acquis

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

July 16, 2024 DEFA14A

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 Acquis

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

July 16, 2024 8-K

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 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

July 15, 2024 DEF 14A

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

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

July 5, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 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

July 5, 2024 425

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 Acquisi

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

July 3, 2024 PRE 14A

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

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

June 28, 2024 425

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 Acquis

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

June 28, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): 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

May 21, 2024 8-K

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

May 21, 2024 425

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 Acquisi

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

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

April 30, 2024 425

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 Acqui

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

April 30, 2024 8-K

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

April 23, 2024 8-K

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

April 23, 2024 425

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 Acqui

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

April 17, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): 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

April 17, 2024 425

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 Acqui

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

April 3, 2024 8-K

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

April 3, 2024 425

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 Acqui

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

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

March 11, 2024 425

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 Acquis

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

March 11, 2024 8-K

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

February 14, 2024 SC 13G

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

February 14, 2024 SC 13G

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

February 14, 2024 SC 13G

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.

February 14, 2024 SC 13G/A

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

February 13, 2024 EX-99.B

Power of Attorney

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

February 13, 2024 EX-99.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,

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

February 13, 2024 SC 13G

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

February 12, 2024 SC 13G/A

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

February 9, 2024 SC 13G

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

February 8, 2024 425

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 Acq

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

February 8, 2024 8-K

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

February 5, 2024 SC 13G

KYG9831X1060 / XPAC ACQUISITION CORP / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

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

February 1, 2024 SC 13G

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

January 31, 2024 SC 13G/A

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.

January 10, 2024 EX-10.2

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

January 10, 2024 SC 13G/A

KYG9831X1060 / XPAC ACQUISITION CORP / Westchester Capital Management, LLC - SC 13G/A Passive Investment

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

January 10, 2024 EX-10.1

PROMISSORY NOTE

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

January 10, 2024 EX-10.2

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

January 10, 2024 425

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 Acqu

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

January 10, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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

January 10, 2024 EX-10.1

PROMISSORY NOTE

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

January 5, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Submission of Matters to a Vote of Security Holders

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

January 5, 2024 EX-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

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

January 5, 2024 EX-99

Directors

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

January 5, 2024 EX-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

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

January 5, 2024 425

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 AC

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

January 5, 2024 EX-99

Directors

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

January 4, 2024 8-K

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

January 4, 2024 425

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 Acqu

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

December 18, 2023 8-K

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

December 8, 2023 DEF 14A

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

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

December 5, 2023 EX-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, ECOHOUSE DEVELOPMENTS LIMITED, as the Company. Dated as of 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

December 5, 2023 EX-10.1

SUPPORT AGREEMENT

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

December 5, 2023 8-K

Regulation FD Disclosure, 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): 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

December 5, 2023 EX-99.1

Eco Modular, a Leader in Sustainable Modular Building Manufacturing, to Go Public Through Merger with Zalatoris II Acquisition Corp.

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

December 5, 2023 425

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 Acq

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

December 5, 2023 EX-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, ECOHOUSE DEVELOPMENTS LIMITED, as the Company. Dated as of 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

December 5, 2023 8-K

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

December 5, 2023 EX-10.1

SUPPORT AGREEMENT

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

December 5, 2023 EX-99.1

Eco Modular, a Leader in Sustainable Modular Building Manufacturing, to Go Public Through Merger with Zalatoris II Acquisition Corp.

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

November 22, 2023 10-Q

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 ☐ TRANSITION REPORT PURSUANT

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

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

November 7, 2023 PRE 14A

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

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

November 6, 2023 425

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 Acq

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

November 6, 2023 8-K

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

October 5, 2023 8-K

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

October 5, 2023 425

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 Acqu

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

October 5, 2023 EX-99.1

Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

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

October 5, 2023 EX-99.1

Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

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

October 4, 2023 425

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 A

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

October 4, 2023 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): September 27, 2023 Zalatoris II A

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

September 15, 2023 8-K

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

September 8, 2023 EX-99.1

Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

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

September 8, 2023 SC 13G/A

KYG9831X1060 / XPAC ACQUISITION CORP / Westchester Capital Management, LLC - SCHEDULE 13G/A Passive Investment

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

September 8, 2023 425

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 Ac

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

September 6, 2023 EX-99.1

Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

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

September 6, 2023 8-K

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

September 5, 2023 10-Q

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 ☐ TRANSITION REPORT PURSUANT TO S

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

September 5, 2023 EX-3.1

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

August 23, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 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

August 23, 2023 EX-99.1

ZALATORIS II ACQUISITION CORP. TO REGAIN COMPLIANCE FOLLOWING RECEIPT OF THE NASDAQ LISTING DELINQUENCY LETTER

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

August 21, 2023 NT 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING

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

August 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

August 10, 2023 SC 13G

KYG9831X1060 / XPAC ACQUISITION CORP / Westchester Capital Management, LLC - SCHEDULE 13G Passive Investment

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s 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

August 10, 2023 SC 13G/A

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

July 28, 2023 8-K

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

July 28, 2023 EX-99.1

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

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

July 27, 2023 EX-3.1

Shareholder Resolutions dated July 27, 2023 pursuant to which the Amended and Restated Memorandum and Articles of Association of the Company were amended.

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

July 27, 2023 EX-10.1

Amendment to the Letter Agreement dated July 27, 2023 entered into between the Company, the Former Sponsor, and the insiders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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

July 27, 2023 EX-10.3

Waiver to the Promissory Note dated July 27, 2023 entered into between the Former Sponsor and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on 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

July 27, 2023 SC 13D/A

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

July 27, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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

July 27, 2023 EX-10.2

Joinder to the Letter Agreement dated July 27, 2023 entered into between the Company, the Sponsor, and the Former Sponsor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on 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

July 13, 2023 EX-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 C

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

July 13, 2023 425

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 COR

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

July 13, 2023 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 July 13, 2023 Date of Report (Date of earliest event reported) XPAC ACQUISITION COR

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

July 10, 2023 SC 13D/A

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

July 10, 2023 8-K

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.

July 10, 2023 SC 14F1

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)

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

July 10, 2023 DEF 14A

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

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

July 10, 2023 DEFA14A

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

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.

July 10, 2023 EX-10.1

Purchase and Sponsor Handover Agreement, dated July 10, 2023, by and among XPAC Acquisition Corp., J. Streicher Holdings, LLC, and XPAC Sponsor LLC

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”).

July 10, 2023 EX-10.1

Purchase and Sponsor Handover Agreement dated July 10, 2023, by and among the Company, the Sponsor, and the Former Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on 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”).

June 28, 2023 DEFA14A

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

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.

June 28, 2023 8-K

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

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.

June 28, 2023 PRER14A

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

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

May 11, 2023 10-Q

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 ☐ TRANSITION REPORT P

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

May 8, 2023 PRE 14A

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

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

May 4, 2023 DEFA14A

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 ACQU

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.

May 4, 2023 EX-10.1

Termination Agreement dated as of May 2, 2023, the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac.

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

May 4, 2023 8-K

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 ACQU

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.

May 4, 2023 EX-10.1

Termination of the Business Combination Agreement, dated as of May 3, 2023, by and among XPAC, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac.

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

March 31, 2023 10-K

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

February 14, 2023 SC 13G

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

February 14, 2023 SC 13G

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

February 13, 2023 SC 13G/A

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

February 9, 2023 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): February 9, 2023 XPAC ACQUISITION C

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.

February 9, 2023 EX-2.1

Second Amendment Agreement to the Business Combination Agreement, dated as of February 9, 2023, by and among XPAC, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac

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

February 9, 2023 EX-2.1

Second Amendment Agreement to the Business Combination Agreement, dated as of February 9, 2023, by and among XPAC, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac

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

February 9, 2023 EX-2.1

Second Amendment Agreement to the Business Combination Agreement, dated as of February 9, 2023, by and among the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac.

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

February 9, 2023 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): February 9, 2023 XPAC ACQUISITION C

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

February 9, 2023 8-K

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.

January 31, 2023 SC 13G/A

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

December 29, 2022 8-K

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.

December 29, 2022 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

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

December 29, 2022 EX-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 EXTRAORDI

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

December 29, 2022 EX-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 EXTRAORDI

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

December 29, 2022 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

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

December 12, 2022 EX-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 EXTRAORDIN

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

December 12, 2022 8-K

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.

December 12, 2022 EX-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 EXTRAORDIN

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”

December 12, 2022 EX-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 EXTRAORDIN

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

December 12, 2022 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

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

December 12, 2022 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

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

December 2, 2022 EX-2.1

First Amendment Agreement to the Business Combination Agreement, dated as of December 2, 2022, by and among the Company, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac.

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

December 2, 2022 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 2, 2022 XPAC ACQUISITION C

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

December 2, 2022 EX-2.1

First Amendment Agreement to the Business Combination Agreement, dated as of December 2, 2022, by and among XPAC, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac

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

December 2, 2022 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 2, 2022 XPAC ACQUISITION C

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.

December 2, 2022 EX-2.1

First Amendment Agreement to the Business Combination Agreement, dated as of December 2, 2022, by and among XPAC, PubCo, Merger Sub 1, Merger Sub 2, Newco and SuperBac

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

December 2, 2022 8-K

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.

November 10, 2022 10-Q

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, 2022 ☐ TRANSITION REPO

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 9, 2022 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (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, 2022 ☐

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 9, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 22, 2022 10-Q

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, 2022 ☐ TRANSITION REPORT PU

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 22, 2022 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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.

August 16, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40686

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

July 11, 2022 EX-99.1

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

July 11, 2022 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): July 11, 2022 XPAC ACQUISITION CORP

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

July 11, 2022 EX-99.1

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

July 11, 2022 8-K

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.

June 2, 2022 EX-10.1

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

June 2, 2022 EX-10.1

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

June 2, 2022 EX-10.2

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

June 2, 2022 EX-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

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

June 2, 2022 EX-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

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

June 2, 2022 EX-10.2

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

June 2, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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.

June 2, 2022 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): May 26, 2022 XPAC ACQUISITION CORP.

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

June 2, 2022 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): May 26, 2022 XPAC ACQUISITION CORP.

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.

May 13, 2022 10-Q

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, 2022 ☐ TRANSITION REPORT P

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 13, 2022 EX-10.4

Investment Agreement dated as of April 26, 2022, by and among SuperBac and certain SuperBac shareholders.

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

April 25, 2022 EX-10.4

Form of Investment Agreement*

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

April 25, 2022 EX-10.1

Sponsor Support Agreement, dated as of April 25, 2022, by and among SuperBac, the Company, PubCo and the Sponsor.

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

April 25, 2022 EX-10.3

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

April 25, 2022 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 COR

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

April 25, 2022 EX-10.3

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

April 25, 2022 EX-10.1

Sponsor Support Agreement, dated as of April 25, 2022, by and among SuperBac, XPAC, PubCo and the Sponsor

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

April 25, 2022 8-K

Regulation FD Disclosure, 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): April 25, 2022 XPAC ACQUISITION CORP.

April 25, 2022 EX-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

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

April 25, 2022 EX-2.1

Business Combination Agreement, dated as of April 25, 2022, by and among PubCo, the Company, Merger Sub 1, Merger Sub 2, and SuperBac.

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

April 25, 2022 EX-10.4

Form of Investment Agreement*

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

April 25, 2022 EX-99.1

SuperBac, a Leading Biotech Company in Brazil, Plans to List on Nasdaq through a Business Combination with XPAC

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

April 25, 2022 EX-10.2

Voting and Support Agreement dated as of April 25, 2022, by and among SuperBac, PubCo, the Company and certain SuperBac shareholders.

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

April 25, 2022 EX-10.5

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

April 25, 2022 EX-10.6

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

April 25, 2022 EX-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 M

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

April 25, 2022 EX-10.6

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

April 25, 2022 EX-10.2

Voting and Support Agreement dated as of April 25, 2022, by and among SuperBac, PubCo, XPAC and the Existing Company Shareholders*

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

April 25, 2022 EX-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 M

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

April 25, 2022 EX-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

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

April 25, 2022 EX-99.1

SuperBac, a Leading Biotech Company in Brazil, Plans to List on Nasdaq through a Business Combination with XPAC

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

April 25, 2022 EX-2.1

Business Combination Agreement, dated as of April 25, 2022, by and among PubCo, XPAC, Merger Sub 1, Merger Sub 2, and SuperBac*

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

April 25, 2022 EX-10.5

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

April 25, 2022 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 COR

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

March 30, 2022 10-K

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.

March 30, 2022 EX-4.2

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

February 4, 2022 SC 13G/A

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.

November 12, 2021 10-Q

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 ☐ TRANSITION REPO

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

September 17, 2021 8-K

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

September 17, 2021 EX-99.1

XPAC Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing September 20, 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

September 13, 2021 10-Q

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 ☐ TRANSITION REPORT PU

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

September 13, 2021 10-Q

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 ☐ TRANSITION REPORT P

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

August 25, 2021 EX-99.1

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

August 25, 2021 8-K

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

August 20, 2021 SC 13D/A

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

August 13, 2021 EX-4

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.

August 13, 2021 SC 13D

XPAC Sponsor LLC - SC 13D

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

August 11, 2021 EX-99.1

AGREEMENT

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

August 11, 2021 SC 13G

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

August 11, 2021 EX-99.2

Power of Attorney

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.

August 9, 2021 SC 13G

Truxt Investmentos Ltda.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

August 9, 2021 8-K

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

August 9, 2021 EX-99.1

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

August 3, 2021 EX-10.9

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

August 3, 2021 8-K

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

August 3, 2021 EX-10.10

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

August 3, 2021 EX-10.11

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

August 3, 2021 EX-10.3

Registration Rights Agreement, dated July 29, 2021, among the Company, the Sponsor and certain other security holders named therein.

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

August 3, 2021 EX-10.1

Letter Agreement, dated July 29, 2021, among the Company, the Sponsor and the Company’s officers and directors.

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

August 3, 2021 EX-10.12

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

August 3, 2021 EX-10.7

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

August 3, 2021 EX-10.5

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

August 3, 2021 EX-1.1

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

August 3, 2021 EX-3.1

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

August 3, 2021 EX-4.1

Warrant Agreement, dated July 29, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

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

August 3, 2021 EX-10.6

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

August 3, 2021 EX-99.1

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

August 3, 2021 EX-10.8

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

August 3, 2021 EX-10.2

Investment Management Trust Agreement, dated July 29, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

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

August 3, 2021 EX-10.4

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

August 2, 2021 424B4

$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

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