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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14A
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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 Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to Section 240.14a-12 |
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_________________________________________________________________
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Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |
☐ | Fee paid previously with preliminary materials. | |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Zalatoris II Acquisition Corp.
NOTICE OF EXTRAORDINARY GENERALANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 18, 2023XPAC
TO THE STOCKHOLDERS OF ZALATORIS II ACQUISITION CORP.
You are cordially invited to attend the extraordinary general2023 annual meeting (the “Annual Meeting”) of XPACstockholders of Zalatoris II Acquisition Corp., a Cayman Islands exempted company (“
The Annual Meeting will be held on July 27, 2023, at 9.30 a.m., Eastern Time, at the offices of XPAC, located at 55 West 46 Street, 30th Floor, New York, NY 10036, United States, and via a completely virtual meeting or at such other time, on such other date and at such other place toof stockholders, which the meeting may be adjourned (the “
Even if you are planning on attending the Annual Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Annual Meeting. Instructions on voting your shares are on the proxy materials you received for the Annual Meeting. Even if you plan to attend the Annual Meeting online, it is strongly recommended you complete and return your proxy card before the Annual Meeting date, to ensure that your shares will be represented at the Annual Meeting if you are unable to attend.
Thank you for your continued support of Zalatoris II Acquisition Corp.
December 8, 2023 | ||
By Order of the Board of Directors | ||
/s/ Paul Davis | ||
Chief Executive Officer |
You are not being asked to vote on the business combination at this time. If proposal 1 is approved and the amendment is implemented, provided that you are a stockholder on the Record Date for a meeting to consider the business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem all or a portion of your public shares for cash in the event the business combination is approved and completed, or if we have not consummated an initial business combination by the deadline.
Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. If you are a stockholder of record, you may also cast your vote online at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Annual Meeting by obtaining a proxy from your brokerage firm or bank.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Monday, December 18, 2023, at 11:00 a.m. Eastern Time:
Zalatoris II Acquisition Corp.
55 West 46th Street, 30th Floor
New York, New York 10036
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 18, 2023
PROXY STATEMENT
The Annual Meeting (the “Annual Meeting”) of stockholders of Zalatoris II Acquisition Corp., a Cayman Islands exempted company, (“we,” “us,” “our,” “Zalatoris,” or the “Company”) will be held at 11:00 a.m. Eastern Time on Monday, December 18, 2023 as a virtual meeting.
You will be able to attend, vote prior toyour shares, and submit questions during the ShareholderAnnual Meeting in each case by visiting via a live webcast available at https://www.cstproxy.com/xpacaquisition/2023.zalatorisii/2023
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2. To amend, by wayelect the five directors named in this Proxy Statement for a three-year term expiring in 2026 or until their successor has been duly elected and qualified or until their earlier resignation, removal or death (the “Election of special resolution, XPAC’s Articles,Directors Proposal”);
3. To ratify the appointment of Marcum LLP as provided byour independent registered public accounting firm for the third resolution inyear ending December 31, 2023 (the “Ratification of Auditor Proposal”); and
4. To approve the form set forth in Annex A to the accompanying proxy statement (the “
Our Board has fixed the close of business on June 29,November 1, 2023 (the “Record Date”), as the date for determining the XPAC shareholders that areZalatoris II stockholders entitled to receive notice of and vote at the ShareholderAnnual Meeting and any adjournment thereof. Only holders of record of Ordinary Sharesthe Common Stock on that date are entitled to have their votes counted at the ShareholderAnnual Meeting or any adjournment thereof.
On the best interests of XPAC that XPAC obtain the Extension Amendment, the Redemption Limitation Amendment, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of XPAC and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal, “FOR” the Redemption Limitation Amendment Proposal, “FOR” the Name Change Amendment Proposal, “FOR” the Letter Agreement Amendment Proposal, and “FOR” the Adjournment Proposal.
This Proxy Statement contains important information about the ShareholderAnnual Meeting the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal, the Letter Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, XPAC urges you toproposals. Please read this materialit carefully and vote your shares.
We will pay for the Boardentire cost of Directorssoliciting proxies from our working capital. We have engaged Advantage Proxy, Inc. (the “Proxy Solicitor”) to assist in the solicitation of XPAC ACQUISITION CORP.
You are not being asked to vote on the business combination at this time. If proposals 1 and 2 are approved and the amendments are implemented, provided that you are a stockholder on the Record Date for a meeting to consider the business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem all or a portion of your public shares for cash in the event the business combination is approved and completed, or if we have not consummated an initial business combination by the deadline.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
These Questions and Answers about the Annual Meeting are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.
Why am I receiving this Proxy Statement? | This Proxy Statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the Annual Meeting to be held by virtual attendance on Monday, December 18, 2023, or at any adjournments or postponements thereof. This Proxy Statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Annual Meeting. We are a blank check company formed in the Cayman Islands on March 11, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On August 3, 2021, we consummated our initial public offering (“IPO”) from which we derived gross proceeds of $206 million, and incurring offering costs. On August 19, 2021, the underwriter partially exercised their over-allotment option to purchase an additional 1,961,131 units, resulting in incremental gross proceeds of approximately $19,611,310. Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of an additional 261,485 “Private Warrants” in a private placement to “Former Sponsor”, generating gross proceeds of $392,228. Like most blank check companies, our charter provides for the return of our IPO proceeds held in trust to the holders of shares of Zalatoris II Class A Common Stock sold in our IPO if there is no qualifying business combination(s) consummated on or before March 14, 2024 (unless extended). YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided. | |
What is being voted on? | You are being asked to vote on: 1. To amend the Company’s Memorandum and Articles of Association dated as of March 11, 2021, as amended on July 29, 2021 by that certain First Amendment to the Amended and Restated Memorandum and Articles of Association, and further amended on July 27, 2023 by that certain Second Amendment to Amended and Restated Memorandum and Articles of 2. To elect the five directors named in this Proxy Statement for a three-year term expiring in 2026 or until their successor has been duly elected and qualified or until their earlier resignation, removal or death (the “Election of Directors Proposal”); |
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3. To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2023 (the “ | 4. To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise (the “Adjournment Proposal”), only to be presented at the Annual Meeting if there are not sufficient votes to approve the foregoing proposals. You are not being asked to vote on the business combination at this time. If proposal 1 is approved and the amendment is implemented, provided that you are a stockholder on the Record Date for a meeting to consider the business combination, you will retain the right to vote on the business combination when it is submitted to stockholders and the right to redeem all or a portion of your public shares for cash in the event the business combination is approved and completed, or if we have not consummated an initial business combination by the deadline. | ||||||
How does the Board recommend I vote? | The purpose of the Founder Share Amendment Proposal is to allow the holders of Zalatoris II Class B Common Stock to convert their shares of Zalatoris II Class B Common Stock into shares of Zalatoris II Class A Common Stock, on a one-for-one basis, at any point in time prior to the Accordingly, the Board believes that in order to be able to consummate an initial business combination, the Sponsor will need to convert such Zalatoris II Class B Common Stock to Zalatoris II Class A Common Stock. The Board recommends that you vote for the Founder Share Amendment, for the directors named in the Proxy Statement and for the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2023. The Adjournment Proposal, if adopted, will allow the Board to adjourn the Annual Meeting to a later date or dates to permit further solicitation of proxies. The Board recommends that you vote for the Adjournment Proposal, which will only be presented to our stockholders in the event that there are insufficient to approve each of the proposals in this Proxy Statement. | ||||||
How do the Company insiders intend to vote their shares? | J. Streicher Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and all of our directors and officers are expected to vote any Common Stock over which they have voting control (including any public shares owned by them) in favor of the proposals. Currently, our Sponsor and our officers and directors own approximately 80.14% of our issued and outstanding shares of Class B Common Stock, including 4,400,283 Founder Shares. Our Sponsor, directors and officers do not intend to purchase shares of Common Stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Founder Share Amendment Proposal. | ||||||
What vote is required to adopt the proposals? |
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Approval of the Election of Directors Proposal, Ratification of Auditor Proposal and Adjournment Proposal each require the affirmative vote of a majority of the votes cast by the holders of Common Stock present at the Annual Meeting and entitled to vote thereon, voting together as a single class. | ||
What if I don’t want to vote “FOR” the proposals? | If you do not want the proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. Abstentions will have the effect of a vote “AGAINST” the Founder Share Amendment Proposal. Abstentions will have no effect on the Election of Directors Proposal, Ratification of Auditor Proposal and Adjournment Proposal. | |
What is a broker non-vote? | A “broker non-vote” occurs when shares held by a broker in street name for a beneficial owner are not voted with respect to a proposal because the broker has not received voting instructions from the stockholder who beneficially owns the shares, and the broker lacks the authority to vote the shares at their discretion. As such, a broker may not vote your shares with respect to such proposals, or any other non-discretionary matters, without your instructions. If your shares are held of record by a bank, broker or other nominee, we urge you to give instructions to your bank, broker or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters. There Ratification of Auditor Proposal and Adjournment Proposal are routine matters on which your broker can exercise voting discretion. The Founder Share Amendment Proposal and Election of Directors Proposal are non-routine matters and therefore brokers cannot use discretionary authority to vote shares if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted. | |
What happens if the proposals are not approved? | If there are insufficient votes to approve the proposals, we may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If the Founder Share Amendment Proposal is not approved, the amendment will not be implemented, and the holders of Zalatoris II Class B Common Stock will not be permitted to convert such shares into shares of Zalatoris II Class A Common Stock before the completion of a business combination. This may make it harder for us to complete the business combination. | |
If the Founder Share Amendment Proposal is approved, what happens next? | Upon approval of the Founder Share Amendment Proposal by the required number of votes, we plan to amend the Existing Zalatoris II Charter to allow the holders of Zalatoris II Class B Common Stock convert such shares into Zalatoris II Class A Common Stock on a one-for-one basis. | |
How do I attend the meeting? | You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 1 State Street Plaza, 30th Floor, New York, New York 10004, or email proxy@continentalstock.com. Stockholders will also have the option to listen to the Annual Meeting by telephone by calling: • Within the U.S. and Canada: +1 800-450-7155 (toll-free) • Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) The passcode for telephone access is 7012707#. You will not be able to vote or submit questions unless you register for and log in to the Annual Meeting webcast as described herein. |
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Table of proxies by our boardContents
How do I change or revoke my vote? | You may change your vote by e-mailing a later-dated, signed proxy card to proxy@continentalstock.com, so that it is received by us prior to the Annual Meeting or by attending the Annual Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to us, which must be received by us prior to the Annual Meeting. Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Annual Meeting and vote at the Annual Meeting online, you must follow the instructions included with the enclosed proxy card. | |
How are votes counted? | Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. A stockholder’s failure to vote by proxy or to vote online at the Annual Meeting or an abstention with respect to the Founder Share Amendment Proposal will have the same effect as a vote “AGAINST” such proposal. Since the Class B Common Stock represents a majority of both the Class A Common Stock and the Class B Common Stock voting together as a single class and the Sponsor, which holds most of the Class B Common Stock, and all of our directors and officers are expected to vote any Common Stock over which they have voting control, we expect the Founder Share Amendment Proposal to be approved. Upon conversion of the Zalatoris II Class B Common Stock to Zalatoris II Class A Common Stock, such Zalatoris II Class A Common Stock will not be entitled to receive funds from the Trust Account through redemptions or otherwise. The approval of the Election of Directors Proposal, Ratification of Auditor Proposal and Adjournment Proposal each require the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy entitled to vote, thereon, voting together as a single class. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the Annual Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Election of Directors Proposal, Ratification of Auditor Proposal and Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Election of Directors Proposal, Ratification of Auditor Proposal and Adjournment Proposal. | |
If my shares are held in “street name,” will my broker automatically vote them for me? | No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. | |
What is a quorum requirement? | A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our Common Stock on the record date issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. |
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Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Annual Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the | ||
Who can vote at the Annual Meeting? | Only holders of record of our Common Stock at the close of business on the Record Date, are entitled to have their vote counted at the Annual Meeting and any adjournments or postponements thereof. On the Record Date, 6,514,674 shares of Zalatoris II Class A Common Stock and 5,490,283 shares of Zalatoris II Class B Common Stock were outstanding and entitled to vote. Stockholder of Record: Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. | |
Does the Board recommend voting for the approval of the Charter Amendment Proposals and the Adjournment Proposal? | Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that proposals are in the best interests of Zalatoris II and its stockholders and the Board recommends that our stockholders vote “FOR” these proposals. Moreover, voting “FOR” these proposals will not affect your right to seek redemption of your public shares in connection with the future vote to approve the business combination. | |
What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? | Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of 4,400,283 Founder Shares and 4,261,485 Private Placement Warrants (cumulatively purchased for $250,000 and a $25,000 legal fee reimbursement), which would expire worthless if a business combination is not consummated. See the section entitled “Interests of our Sponsor, Directors and Officers.” | |
Do I have appraisal rights if I object to the Founder Share Amendment Proposal? | The laws of the Cayman Islands do not provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares. Warrant holders do not have appraisal rights in connection with any of the proposals to be voted upon at the Annual Meeting. | |
What do I need to do now? | We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. |
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Table of XPAC ACQUISITION CORP., a Cayman Islands exempted company (“
How do I vote? | If you are a holder of record of Common Stock, you may vote online at the Annual Meeting or by submitting a proxy for the Annual Meeting. Whether or not you plan to attend the Annual Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Annual Meeting and vote online if you have already voted by proxy. If your shares of Common Stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. | |
What should I do if I receive more than one set of voting materials? | You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Common Stock. | |
Who is paying for this proxy solicitation? | We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Annual Meeting. We have agreed to pay the Proxy Solicitor a fee of $7,000 (plus reimbursement of any additional expenses subject to a cap of $1,000. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination. | |
Who can help answer my questions? | If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact the Proxy Solicitor: Advantage Proxy, Inc. You may also contact us at: Zalatoris II Acquisition Corp. | |
You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” |
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ContentsSome of the statements contained in this proxy statement constitute forward-lookingforward-looking statements within the meaning of the federal securities laws. Forward-lookingForward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-lookingForward-looking statements reflect theour current views of XPAC Acquisition Corp. with respect to, among other things, XPAC’sthe pending business combination, our capital resources and results of operations. StatementsLikewise, our financial statements and all of our statements regarding market conditions and results of operations also are forward-lookingforward-looking statements. In some cases, you can identify these forward-lookingforward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The forward-lookingforward-looking statements contained in this proxy statement reflect XPAC’sour current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-lookingforward-looking statement. XPAC doesWe do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-lookingforward-looking statements:
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• the Trust Account balance.
While forward-lookingforward-looking statements reflect XPAC’sour good faith beliefs, they are not guarantees of future performance. XPAC disclaimsWe disclaim any obligation to publicly update or revise any forward-lookingforward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause XPAC’sour future results, performance or transactions to differ significantly from those expressed in any forward-lookingforward-looking statement, please see the section titledentitled “
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You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 31,10, 2023, our Quarterly Report on Form 10-Q filed with the SEC on August 18, 2023 and (iii)in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
There are no assurances that the Extension Amendmentproposal will enable XPACus to consummate a Business Combination.maintain compliance with Nasdaq and complete an initial business combination.
Approving the Extension Amendment (as defined below)proposal involves a number of risks. Even if the Extension Amendmentproposal is approved, and implemented and the Sponsor Handover is consummated, XPACCompany can provide no assurances that a Business Combinationan initial business combination will be consummated prior to the Articles Extension Date (as defined below).consummated. Our ability to consummate any Business Combinationbusiness combination is dependent on a variety of factors, many of which are beyond our control.
If the Extension Amendmentproposal is approved, and implemented, XPACthe Company expects to seek shareholder approval of an initial business combination following the SEC declaring a Business Combination. We are required to offer shareholdersregistration statement on Form F-4 effective, which will include our preliminary proxy statement/prospectus for an initial business combination (“Form F-4”). A Form F-4 has not been filed or declared effective by the opportunity to redeem shares in connection withSEC, and the Extension Amendment,Company cannot complete an initial business combination unless such a Form F-4 is filed and wedeclared effective by the SEC.
We will be required to offer shareholdersstockholders redemption rights again in connection with any shareholderstockholder vote to approve a Business Combination.an initial business combination. Even if the Extension Amendmentproposals or a Business Combinationan initial business combination are approved by our shareholders,stockholders, it is possible that redemptions will leave us with insufficient cash to consummate a Business Combinationan initial business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment and a Business Combination vote could exacerbate these risks.
Other than in connection with a redemption offer or liquidation, our shareholdersstockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholdersstockholders will be able to dispose of our shares at favorable prices, or at all.
The SEC issued proposed rules to regulate special purpose acquisition companies that, if adopted, may increase our costs and the time needed to complete our initial business combination.
With respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and to the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company”.
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under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The Company would then be required to complete its initial business combination no later than twenty-four (24) months after the effective date of the IPO Registration Statement.
Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that will not complete its business combination within twenty-four (24) months after the effective date of the IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.
If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the eventInvestment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Extension Amendment Proposal is approvedInvestment Company Act, we would be subject to additional regulatory burdens and implemented,expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the abilityCompany.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholdersstockholders would receive upon any redemption or liquidation of the Company.
The funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of one hundred eighty-five (185) days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to exercise redemption rightsmitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to a large numberthe Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our Public Shares may adversely affectinitial business combination or liquidation of the liquidity of our securities.
In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
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Since the Sponsor and our directors and officers will lose their entire investment in us if an initial business combination is not completed, they may have a conflict of interest income to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law. In such event, XPAC’s shareholders would miss the opportunity to benefit from an investment in any other target company in a Business Combination and the appreciation in value of such investments. Additionally, XPAC’s warrants would expire worthless.
There will be no distribution from the potential Business Combination. Any review and clearance of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and,Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 4,400,283 Founder Shares that CFIUS reviewswere issued to the Sponsor prior to our IPO and 4,261,485 Private Placement Warrants that were purchased by the Sponsor in a potential Business Combination or one or more proposed or existing investments by investors, there can be no assurances that such investorsprivate placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be ablemade only with respect to maintain, or proceedthe public shares. In addition, certain of executive officers have beneficial interests in the Sponsor. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive rate of return on terms acceptabletheir overall investment in the combined company after an initial business combination, even if other holders of our Common Stock experience a negative rate of return, due to having initially purchased the partiesFounder Shares for an aggregate of $250,000 and legal fee reimbursement of $25,000. The personal and financial interests of our Sponsor, directors and officers may influence their motivation in identifying and selecting a target business combination and consummating an initial business combination in order to close such potential Business Combinationinitial business combination and therefore may have interests different from, or in addition to, your interests as a stockholder in connection with the proposals at the Annual Meeting.
We have incurred and expect to incur significant costs associated with an initial business combination. Whether or not such investors.
We expect to incur significant transaction and transition costs associated with an initial business combination and operating as a public company following the closing of an initial business combination. We may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with an initial business combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs. Even if an initial business combination is not completed, we expect to incur approximately $4,548,286 million in expenses in aggregate. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if such initial business combination is not completed.
In the event the ExtensionFounder Share Amendment Proposal is approved, and implemented, Nasdaq may delist our securities from trading on its exchange, particularly following shareholder redemptions in connection with such amendment,any stockholder redemption, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on the Nasdaq Capital Market, whichNasdaq. Such continued listing requirements are set forth in Nasdaq Rule 5550. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders of “round lots” of 100 shares),include, among other requirements. Pursuantthings, the MVLS Requirement to comply with Listing Rule 5550(b)(2), requiring the termsCompany to maintain market value of listed securities of at least $35 million for the Articles, in the event that the Extension Amendment Proposal is approved and implemented, public shareholders may elect to redeem their public shares and, as a result, we may not be in compliance with Nasdaq’sprevious thirty (30) consecutive trading days for continued listing requirements.
We expect that if our Zalatoris II Class A Ordinary Shares failCommon Stock fails to meet theNasdaq’s continued listing requirements, applicable to the Nasdaq Capital Market of Nasdaq, our Unitsunits and warrants will also fail to meet theNasdaq’s continued listing requirements for those securities. We cannot assure you that any of our ordinary shares, UnitsZalatoris II Class A Common Stock, units or warrants will be able to meet any of Nasdaq’s continued listing requirements following any shareholder redemptions of our public shares in connection with the amendment of our Articles.requirements. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.
If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counterover-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Zalatoris II Class A Ordinary Shares, UnitsCommon stock, units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.
4We may be deemed a “foreign person” under the regulations relating to the Committee on Foreign Investment in the United States (“
We do not believe that either we or our Sponsor constitute a “foreign person” under CFIUS rules and the proposalsregulations. However, if CFIUS considers us to be presented ata “foreign person” or a U.S. business that may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. If our initial business combination falls within the Shareholder Meeting. The following questionsscope of applicable foreign ownership restrictions, we may be unable to consummate such initial business combination. In addition, if such initial business combination falls within CFIUS’ jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with such initial business combination without notifying CFIUS and answersrisk CFIUS intervention, before or after closing such initial business combination.
Although we do not includebelieve we or the Sponsor are a “foreign person,” CFIUS may take a different view and decide to block or delay an initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination, order us to divest all or a portion of a U.S. business of the informationcombined company if we had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that is important to XPAC shareholders. Shareholders are urged to read carefully this entire proxy statement, including the mandatory notification requirement applied. Additionally, the laws and regulations of other documents referred to herein, to fully understandU.S. government entities may impose review or approval procedures on account of any foreign ownership by the proposal to be presented at the Shareholder Meeting and the voting procedures for the Shareholder Meeting,Sponsor. The pool of potential targets with which will be held on July 27, 2023, at 9.30 a.m., Eastern Time. The Shareholder Meeting will be held at the offices of XPAC located at 55 West 46 Street, 30th Floor, New York, NY 10036, United States, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meetingwe could complete an initial business combination may be adjourned. You can participate inlimited as a result of any such regulatory restriction. Moreover, the meeting, vote,process of any government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete an initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.10 per share, and submit questions via live webcast and you are able to vote prior to the Shareholder Meeting, in each case by visiting https://www.cstproxy.com/xpacaquisition/2023.our warrants will expire worthless.
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Zalatoris II Acquisition Corp., formerly XPAC Acquisition Corp., is a blank check company, incorporated as ain the Cayman Islands exempted company on March 11, 2021. XPAC was incorporated2021, for the purpose of effecting a merger, amalgamation,capital share exchange, asset acquisition, sharestock purchase, reorganization or other similar business combination involving XPAC with one or more businesses or entities.
Prior to the Sponsor (the “
After the IPO, (the “
In a Business Combination on or before August 3, 2023. The Board believes that it is in the best interests of XPAC’s shareholders to continue XPAC’s existence until August 3, 2024 (the date which is 36 months from the closing date of the XPAC’s IPO), if necessary, in order to allow XPAC additional time to consummate a Business Combination and is therefore holding this Shareholder Meeting.
The mailing address of the Company’s principal executive office is 55 West 46th Street, 30th Floor, New York, New York 10036.
Interests of Zalatoris’s Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers, and members of our Board and special advisors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
• the fact that our Sponsor holds 4,400,283 Founder Shares and 4,261,485 Private Placement Warrants, all such securities beneficially owned by our Chief Executive Officer. In addition, certain of our executive officers have beneficial interests in the Sponsor. All of such investments would expire worthless if a business combination is not consummated; on the other hand, if a business combination is consummated, such investments could earn a positive rate of return on their overall investment in the combined company, even if other holders of our Common Stock experience a negative rate of return, due to having initially purchased the Founder Shares for $250,000 and $25,000 of legal fee reimbursement;
• the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which is 36 months fromwe have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the closingTrust Account; and
• the fact that none of our officers or directors has received any cash compensation for services rendered to Zalatoris, and all of the current members of our Board are expected to continue to serve as directors (at least through the date of the XPAC’s IPO)Annual Meeting to vote on a proposed business combination) and may even continue to serve following any potential business combination and receive compensation thereafter.
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Currently, there are five directors that serve on our Board. The authorized number of directors may be changed only by resolution of our Board. Our Existing Zalatoris II Charter provides that our board members will hold office for a three-year term. Each director serves until such director’s successor is duly elected and qualified or such director’s earlier resignation, death or removal. Our Board is responsible for our business and affairs and considers various matters that require its approval.
Director Independence
Our Board has undertaken a review of the independence of each director. For purposes of determining director independence, we have applied the definitions under Rule 5605(a)(2) of the Nasdaq Marketplace Rules (“Nasdaq”). Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that Messrs. Demetris Demitriou, Adeel Rouf, and Vik Mittal do not have a material relationship with us that could compromise their ability to exercise independent judgment in carrying out their responsibilities and that each of these directors is “independent” as that term is defined under Nasdaq and applicable Securities and Exchange Commission rules.
Family Relationships
There is no family relationship between any director, executive officer or person nominated to become a director or executive officer of our Company.
Meetings of Our Board
During the fiscal year ended December 31, 2022, our Board met 5 times. Each incumbent director serving during the fiscal year ended December 31, 2022 attended at least 75% of the aggregate of all meetings of our Board and applicable committee meetings during the period that he or she served as a director.
We make every effort to schedule our annual meeting of stockholders at a time and date to maximize attendance by directors, taking into account our directors’ schedules. All directors are strongly encouraged to make every effort to attend our annual meeting of stockholders, absent an unavoidable and irreconcilable conflict.
Board Diversity
The following table summarizes certain self-identified characteristics of our directors, in accordance with Nasdaq Stock Market LLC Rules 5605(f) and 5606. Each term used in the table has the meaning given to it in the rule and related instructions.
Zalatoris II Acquisition Corp. Board Diversity Matrix as of November 1, 2023 | ||||||||
Total Number of Directors | 5 | |||||||
Female | Male | Non-Binary | Did Not | |||||
Part I: Gender Identity | ||||||||
Directors | 5 | — | — | |||||
Part II: Demographic Information | ||||||||
African American or Black | — | — | — | — | ||||
Alaskan Native or Native American | — | — | — | — | ||||
Asian | 2 | — | — | |||||
Hispanic or Latinx | — | — | — | — | ||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||
White | 3 | — | — | |||||
Two or More Races or Ethnicities | — | — | — | — | ||||
LGBTQ+ | — | |||||||
Did Not Disclose Demographic Background | — | |||||||
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Information Regarding Committees of Our Board
Our Board has established three standing committees, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which operates under a charter that has been approved by our Board. We intend to appoint persons to our Board and its committees as required from time to time to satisfy the corporate governance requirements under the NYSE listing rules.
Our Board has determined that each of Messrs. Adeel Rouf, Demetris Demitriou and Vik Mittal also satisfy the independence requirements of Rule 5605(a)(2) of the Nasdaq Marketplace Rules.
Audit Committee
Our Audit Committee currently consists of Messrs. Adeel Rouf, Demetris Demitriou (Chairman), and Vik Mittal. Our Board has affirmatively determined that Mr. Demetris Demitriou is an “audit committee financial expert” as defined by the regulations promulgated by the SEC and within the meaning of the Nasdaq Market Place Rules.
Our Audit Committee is responsible for, among other things:
• appointing, compensating, retaining and overseeing our independent registered public accounting firm;
• approving the audit and non-audit services to be performed by our independent registered public accounting firm;
• reviewing, with our independent registered public accounting firm, all critical accounting policies and procedures;
• reviewing with management the adequacy and effectiveness of our internal control structure and procedures for financial reports;
• reviewing and discussing with management and our independent registered public accounting firm our annual audited financial statements and any certification, report, opinion or review rendered by our independent registered public accounting firm;
• reviewing and investigating conduct alleged to be in violation of our code of business conduct and ethics;
• reviewing and approving related party transactions;
• preparing the Audit Committee report required in our annual proxy statement; and
• reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter.
The Audit Committee met as a committee two (2) times during the fiscal year ended December 31, 2022.
Compensation Committee
Our Compensation Committee currently consists of Messrs. Adeel Rouf, Demetris Demitriou, and Vik Mittal (Chairman).
Our Compensation Committee assists our Board in the discharge of its responsibilities relating to the compensation of our executive officers and is responsible for, among other things:
• reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;
• reviewing and approving the following compensation for our Chief Executive Officer and our other executive officers: salaries, bonuses, incentive compensation, equity awards, benefits and perquisites;
• recommending the establishment and terms of our incentive compensation plans and equity compensation plans, and administering such plans;
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• recommending compensation programs for directors;
• preparing disclosures regarding executive compensation and any related reports required by the rules of the SEC;
• making and approving grants of options and other equity awards to all executive officers, directors and all other eligible individuals; and
• reviewing and evaluating, at least annually, its own performance and the adequacy of the committee charter.
In fulfilling these responsibilities, the Compensation Committee will review all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders. Pursuant to its written charter, our Compensation Committee has the authority to engage the services of outside advisors as it deems appropriate to assist it in the evaluation of the compensation of our directors, principal executive officer or other executive and non-executive officers, and in the fulfillment of its other duties. Additionally, our Compensation Committee has the authority to review and approve the compensation of our other officers and employees and may delegate its authority to review and approve the compensation of other non-executive officer employees to one or more subcommittees of the Compensation Committee comprised of one or more members of the committee. The Compensation Committee did not meet during the fiscal year ended December 31, 2022.
Compensation Committee Interlocks and Insider Participation
There are not currently, and during the fiscal year ended December 31, 2022, there were not any, interlocks of any of our executive officers or directors serving on the compensation committee or equivalent committee of another entity that has any director or executive officer serving on our Compensation Committee, any of our other committees, or our Board.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee currently consists of Messrs. Adeel Rouf (Chairman), Demetris Demitriou and Vik Mittal.
Our Nominating and Corporate Governance Committee is responsible for, among other things:
• determining criteria for selecting new directors, including desired skills, experience and attributes, and identifying and actively seeking individuals qualified to become directors;
• evaluating and selecting, or recommending to our Board, nominees for each election of directors;
• considering any nominations of director candidates validly made by our stockholders;
• reviewing and making recommendations to our Board concerning qualifications, appointment and removal of committee members;
• developing, recommending for approval by our Board, and reviewing on an ongoing basis the adequacy of, our corporate governance principles, including director qualification standards, director responsibilities, committee responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession and annual performance evaluation of our Board and its committees;
• assisting our Board in developing criteria for the evaluation of the performance of our Board and its committees;
• if requested by our Board, assisting it in its evaluation of the performance of our Board and each of its committees; and
• reviewing and reassessing the adequacy of its charter.
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The Nominating and Corporate Governance Committee identifies potential director candidates through a variety of sources, including recommendations made by members of our Board and members of our executive management. When appropriate, the Nominating and Corporate Governance Committee may retain a search firm to identify director candidates.
In evaluating potential director candidates, the Nominating and Corporate Governance Committee may take into consideration such factors and criteria as it deems appropriate in evaluating a candidate, including:
• his or her knowledge, expertise, skills, integrity, diversity, judgment, business, leadership or other experience;
• his or her reputation in the business community;
• the interplay of the candidate’s experience with the experience of other members of our Board;
• the availability of such candidate to perform all responsibilities that will be expected of them as a member of our board and any committees; and
• the extent to which the candidate would be a desirable addition to our Board and any committees.
The Nominating and Corporate Governance Committee reviews and assesses at least annually the skills and characteristics of the members of our Board, as well as the composition of our Board as a whole. The Nominating and Corporate Governance Committee’s assessment includes a review of our directors’ respective independence qualifications, skills and experience in the context of the needs of our Board. Additionally, the Nominating and Corporate Governance Committee considers diversity of experience at policy-making levels in business and technology, and in areas that are relevant to our activities. While we do not have a specific policy regarding diversity, when considering the nomination of directors, the Nominating and Corporate Governance Committee considers the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors.
In assessing the composition of our Board, the Nominating and Corporate Governance Committee considers the current and anticipated needs of our Board and seeks to maintain an appropriate balance of different business backgrounds, skills and expertise based on the nature and requirements of our business. In evaluating potential director candidates, the Nominating and Corporate Governance Committee considers all relevant information regarding such candidates, including the membership criteria stated above, and whether such candidates would meet the Nominating and Corporate Governance Committee’s objectives for the overall composition of our Board, as well as the candidates’ ability and willingness to devote adequate time to the related responsibilities. When appropriate, the Nominating and Corporate Governance Committee will recommend qualified candidates for nomination by our entire Board. The Nominating and Corporate Governance did not meet during the fiscal year ended December 31, 2022.
Board Leadership Structure and Board’s Role in Risk Oversight
Our Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities and, either as a whole or through its committees, regularly liaises with management to assess and manage our major risk exposures, the potential impact of such risks on our business and the steps we should take to mitigate or manage such risks. Our Board’s risk oversight process complements and supplements management’s risk assessment and mitigation processes, which include reviews of strategic and operational planning, executive development and evaluation, regulatory and legal compliance, and financial reporting and internal controls. The risk oversight process also includes receiving reports from committees of our Board and members of senior management to enable our Board to understand our risk identification, management and mitigation strategies with respect to areas of potential material risk.
The Audit Committee oversees management of financial risks and communications with our independent registered public accounting firm regarding our risk exposures and the actions management has taken to limit, monitor or control such exposures, and our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated with each. Our Board also regularly reviews plans, results and potential risks related to our product development and commercialization efforts. Our Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and
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directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on us. Our Nominating and Corporate Governance Committee manages risks associated with the independence of our Board, corporate disclosure practices and potential conflicts of interest. While each of our committees is responsible for evaluating certain risks and overseeing the management of such risks, our entire Board is regularly informed about such risks and matters involving significant risk are considered by our Board as a whole.
Officer and Director Hedging
Our Board has not adopted, and we do not have, any specific practices or policies regarding the ability of our officers and directors, or their affiliates, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. For the year ended December 31, 2022, there were no such hedging transactions by any of our officers and directors or their affiliates, or any of their designees.
Executive and Director Compensation
On July 27, 2023, XPAC Acquisition Corp. (now called Zalatoris II Acquisition Corp.), a Cayman Islands exempted company, XPAC Sponsor LLC, a Cayman Islands limited liability company (the “SponsorArticles Extension Date”), or a total and each of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the Board;
Entry into the IPO (including any shares issued in exchange thereof, the “
Pursuant to the Amendment, the parties thereto agreed that, notwithstanding any other provision of the Letter Agreement, dated July 29, 2021, by and among the Sponsor, the officers and directorstransfer of XPAC and XPAC (the “Letter Agreement”), to allow the Sponsor to transfer its
Additionally, on July 27, 2023, the Company, the Sponsor and J. Streicher Holdings, LLC (the “New Sponsor”) entered into a joinder (the “Joinder”) to the accompanyingLetter Agreement. Entry into the Joinder was a condition to the consummation of the transactions contemplated by the Purchase and Sponsor Handover Agreement.
Pursuant to the Joinder, the New Sponsor agreed, with effect from the date of the Joinder, to join as a party to the Letter Agreement and assume the obligations of the Sponsor under the Letter Agreement as if the New Sponsor had been named as the Sponsor in the Letter Agreement.
On July 10, 2023, the Company filed with the Securities and Exchange Commission and mailed to its shareholders an information statement on Schedule 14f-1 in connection with a proposed change in majority control of the Company’s board of directors other than by a meeting of shareholders (the “Schedule 14F”).
On July 27, 2023, Paul Davis, Llewelyn Farquharson, Adeel Rouf, Demetris Demitriou and Vik Mittal were appointed as directors of the Company, with Paul Davis being appointed as the Chairman of the board of directors of the Company. On July 27, 2023, Paul Davis was appointed as Chief Executive Officer of the Company and Llewelyn Farquharson was appointed as Chief Financial Officer of the Company.
On July 27, 2023, Chu Chiu Kong, Ana Cabral-Gardner, Marcos Peixoto, Camilo Tedde and Denis Pedreira were removed as directors of the Company, with Chu Chiu Kong also being removed as the Chairman of the board of directors of the Company. On July 27, 2023, Chu Chiu Kong was removed as Chief Executive Officer of the Company, Guilherme Teixeira was removed as Chief Investment Officer of the Company and Fabio Kann was removed as Chief Financial Officer of the Company. There was no known disagreement with any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices.
None of our officers or directors have received any cash compensation for services rendered to us for the years ended December 30, 2022 and 2021, respectively. Our sponsor, officers, directors and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
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or selecting potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates.
After the completion of our business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy statement; and
We are insufficient Ordinary Shares represented (eithernot party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in personidentifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.
Certain Relationships And Related Person Transactions
We had not yet adopted a formal policy for the review, approval or ratification of related party transactions as of the completion of the IPO. Accordingly, the transactions discussed were not reviewed, approved or ratified in accordance with any such policy.
Since the completion of the IPO, we have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by proxy)our Board (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company.
In addition, our Audit Committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the Audit Committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the Extension Amendment Proposal,members of the Redemption Limitation Amendment Proposal,entire Audit Committee constitutes a quorum. Without a meeting, the Name Change Amendment Proposalunanimous written consent of all of the members of the Audit Committee will be required to approve a related party transaction. Our Audit Committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates.
These procedures are intended to determine whether any such related party transaction impairs the Letter Agreement Amendment Proposal, (ii) ifindependence of a director or presents a conflict of interest on the holderspart of Public Sharesa director, employee or officer.
To further minimize conflicts of interest, we have electedagreed not to redeemconsummate an amountinitial business combination with an entity that is affiliated with any of sharesour Sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. There will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the Extension Amendment such that XPAC would not adhere to the continued listing requirementscompletion of our initial business combination (regardless of the Nasdaq, or (iii) if XPAC determines before the Shareholder Meetingtype of transaction that it isis). However, the following payments will be, or have been, made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from (i) funds held outside the trust account or (ii) permitted withdrawals:
• repayment of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
• payment to our sponsor of a total of $10,000 per month, for up to 24 months, for office space, administrative and support services;
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• reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
• repayment of loans which may be made by our sponsor, an affiliate of our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not necessarybeen determined nor have any written agreements been executed with respect thereto. Up to $2,000,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender.
These payments may be funded using the net proceeds of the IPO and the sale of the private placement warrants not held in the trust account or, no longer desirableupon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to proceed withus in connection therewith.
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FOUNDER SHARE AMENDMENT
Overview
The purpose of the other proposals (the “Adjournment Proposal”).
Upon conversion of the Zalatoris II Class B Common Stock to Zalatoris II Class A Common Stock, such Zalatoris II Class A Common Stock will not approved and we do not consummate a Business Combination by August 3, 2023, in accordance with the Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equalbe entitled to the aggregate amount then on deposit inreceive funds from the Trust Account including interest (less upthrough redemptions or otherwise.
The Existing Zalatoris II Charter provides that the Zalatoris II Class B Common Stock converts automatically to $100,000Zalatoris II Class A Common Stock upon the consummation of interest to pay dissolution expenses and which interest shall be neta business combination on a one-to-one basis. The purpose of taxes payable),
Such conversions would give Zalatoris II Acquisition Corp. further flexibility to consummate an initial business combination.
Accordingly, the Board believes that in order to be able to consummate an initial business combination, the Sponsor will need to convert such Zalatoris II Class B Common Stock to Zalatoris II Class A Common Stock.
Required Vote
The affirmative vote of the majority of the holders of outstanding Common Stock present at the Annual Meeting and entitled to vote thereon, voting together as a single class is required to approve the Founder Share Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” the Founder Share Amendment Proposal.
If the Founder Share Amendment Proposal is not approved, and implemented, wethe Sponsor or holder of Zalatoris II Class B Common Stock will not proceed withbe permitted to convert such shares of Zalatoris II Class B Common Stock into shares of Zalatoris II Class A Common Stock before the Extensioncompletion of an initial business combination.
The Sponsor and all of Zalatoris II Acquisition Corp.’s directors, executive officers and their affiliates are expected to vote any Common Stock owned by them in favor of the Founder Share Amendment if redemptionsProposal. Since the Class B Common Stock represents a majority of our Public Shares would cause XPAC’s net tangible assetsboth the Class A Common Stock and the Class B Common Stock voting together as a single class and the Sponsor holds most of the Class B Common Stock, we expect the Founder Share Amendment Proposal to be less than $5,000,001.
Recommendation
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” or give instruction to vote “FOR” each of these proposals.THE FOUNDER SHARE AMENDMENT PROPOSAL.
The existence of financial and personal interests of our directors and officers may result in conflictsa conflict of interest including a conflicton the part of one or more of the directors or officers between what he, she or they may bebelieve is in the best interests of XPACthe Company and its shareholdersstockholders and what he, she or they may bebelieve is best for a director’s personal interests whenhimself, herself or themselves in determining to recommend that shareholdersstockholders vote for the proposals. See the sections titledsection entitled “
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8
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.Overview
Our Board currently consists of five directors with each class holding office for a threeQ:-year
Each of the Extension Amendment Proposal,nominees have consented to serve if re-elected. If any of our nominees become unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the Name Change Amendment Proposalproxy holders will vote for the substitute nominee designated by our Board. Our Board has no reason to believe that our nominees will be unable to serve. There are no agreements or understandings pursuant to which any of our directors was selected to serve as a director.
All of our directors are expected to attend the Annual Meeting.
The following provides information regarding our director nominees, their age, the year in which they became a director, their principal occupation or employment during the past five years, directorships held with other public companies at any time during the past five years and other biographical data. Included in the Letter Agreement Amendment Proposalbiography of our nominees is conditioned on the approval of each other. Unless eacha description of the Extension Amendment Proposal,particular experience, qualifications, attributes or skills that led the Name Change Amendment ProposalBoard to conclude that the nominees should serve as one of our directors.
Name | Age | Position and Class | ||
Paul Davis | 42 | Chief Executive Officer and Director | ||
Llewelyn Farquharson | 54 | Chief Financial Officer and Director | ||
Demetris Demitriou(1)(2)(3) | 70 | Director | ||
Adeel Rouf(1)(2)(3) | 32 | Director | ||
Vik Mittal(1)(2)(3) | 43 | Director |
____________
(1) Member of our Audit Committee.
(2) Member of our Compensation Committee.
(3) Member of our Nominating and Corporate Governance Committee.
Paul Davis, Chief Executive Officer and Director
Mr. Davis has served as the Insider Letter Amendment Proposal are approved atChief Executive Officer and director of the Shareholder Meeting,Company since July 27, 2023. Mr. Davis previously served as the Extension Amendment and the Sponsor Handover will not be consummated.
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Llewelyn Farquharson, Chief Financial Officer and Director
Mr. Farquharson has served as the Chief Financial Officer and director of the Company since July 27, 2023. Since September 2023, Mr. Farquharson has served as Chief Financial Officer of J. Streicher, a privately held financial services group. Prior to that, Mr. Farquharson served as a financial and commercial consultant for the Telclic Group, an international IT product development company from January 2019 to September 2023. He also served with the Enghouse Group from August 2014 to October 2017 managing the post-acquisition global integration of Jinny Software into the Enghouse Group (A Canadian PLC). Mr. Farquharson sat on the Board of Directors of Jinny Software Limited and managed the board instruction to sell the company. The company was sold as a Purchase and Sponsor Handover Agreement. Pursuantcash trade sale in August 2014 to the PurchaseEnghouse Group. He also served as a Manager (Audit & Consulting) in PricewaterhouseCoopers (PwC) Dublin, Ireland, from September 1989 to May 2000. Mr. Farquharson is a member of the board of directors of Mothership Tech Limited, an Irish digital communications company, where he has served since November 2020 and Sponsor Handover Agreement, subjectFloome International Limited since October 2018, an Irish general consulting company. The Board believes Mr. Farquharson’s executive experience and financial expertise qualifies him to satisfactionserve as a director of certain conditions, (i) the Sponsor agreedCompany.
Demetris Demitriou, Independent Director
Mr. Demitriou has served as a director of the Company since July 27, 2023. Mr. Demitriou serves as a Managing Director of Demetriou & Associates Business Advisers where he has served since September 2017. Mr. Demitriou is a Fellow Certified Chartered Accountant with over 40 years of experience in audit, tax, and consulting. Mr. Demitriou was one of the Founding Partners of DFK Demetriou Trapezaris where he served from September 1992 to sell, and the New Sponsor agreed to purchase, 4,400,283 Class B Ordinary Shares and 4,261,485 Private Placement Warrants to acquire 4,261,485 Class A Ordinary Shares held by the Sponsor, for a total purchase price of $250,000, and (ii) the New Sponsor agreed to become the Sponsor of XPAC (which are together referred to hereinAugust 2017. He was elected as the Sponsor Handover).President of DFK International, the 6th largest Accounting Association globally, in July 2014 and now holds the position of Lifetime President. Mr. Demetris actively contributes to the Institute of Certified Public Accountants (ICPAC) of Cyprus and holds significant roles within the organization. With experience as an approved licensed insolvency practitioner and a background in leading accounting firms, he provides guidance to clients. Currently Mr. Demetris serves on the Board of Directors of Atlas Pantou Group. The New Sponsor has also agreedBoard believes Mr. Demetriou’s extensive financial experience qualifies him to reimburse the Sponsor for $25,000 of legal fees and other expenses incurred by the Sponsor in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement. A copyserve as a director of the PurchaseCompany.
Adeel Rouf, Independent Director
Mr. Rouf has served as a director of the Company since June 2, 2023. Mr. Rouf brings to the Company a wealth of experience in the fields of investment banking, capital markets, and Sponsor Handover AgreementM&A, including his involvement in 6 (six) transactions with special purpose acquisition companies. Since May 2023, Mr. Rouf has served as Chief Operating Officer of Northern Revival Acquisition Corp., a Cayman Islands exempted special purpose acquisition company (Nasdaq: NRAC, NRACU). Previously, from April 2021 to December 2022, Mr. Rouf served as Founder, Chief Financial Officer, and Advisor to the special purpose acquisition company that merged with Rubicon Technologies, Inc., a Delaware corporation (Nasdaq: RBT, RBT-WT) (NYSE: RBT). From June 2020 to January 2023 Mr. Rouf served as Senior Vice President of Altitude Acquisition Corp., a Delaware corporation (Nasdaq: ALTU, ALTUW), and has been filedinvolved with Investcorp India Acquisition Corp., a Cayman Islands exempted special purpose acquisition company (Nasdaq: IVCA). From April 2019 to June 2020, Mr. Rouf worked as an exhibitinvestment professional at FinTech Acquisition Corp. III, a Delaware corporation that merged with Paya, Inc. (Nasdaq: PAYA), a leading integrated payments and commerce solution provider. From April 2019 to June 2020, Mr. Rouf also worked as an investment professional at Insurance Acquisition Corp. I, which merged with Shift Technologies, Inc., a Delaware corporation (Nasdaq: SFT). Mr. Rouf was with J.P. Morgan Chase & Co.’s investment banking leveraged finance team executing debt finance transactions from June 2017 to May 2019. From March 2015 to June 2017, Mr. Rouf was an associate on Sumitomo Mitsui Banking Corporation’s finance team executing structured debt finance transactions. Mr. Rouf graduated from Baruch College with a BBA in accounting and received a Master of Science degree in sustainability management/energy finance from Columbia University. The Board believes Mr. Rouf’s extensive experience with public companies qualifies him to serve as a director of the Company.
Vik Mittal, Independent Director
Mr. Mittal has served as a director of the Company since July 27, 2023. Mr. Mittal is the Managing Member and Chief Investment Officer of Meteora Capital, LLC (“Meteora Capital”) where he has served since March 2021. Over Mr. Mittal’s 18 years on the buy side as a principal investor, he has deployed capital across event-driven investment strategies. Prior to Meteora Capital, Mr. Mittal was an investment professional and member of Glazer Capital, LLC (“GC”), from June 2005 to December 2022. Before transitioning to the Current Report on Form 8-K filed by XPAC on July 10, 2023.
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team that launched Raymond James’ TMT investment banking practice in Palo Alto, California, in June 2002 focusing on mid-market M&A and private placements. Mr. Mittal earned a B.S. in Finance from University of Florida, summa cum laude, and earned a Master of Business Administration degree from NYU Stern School of Business. Mr. Mittal is also a Chartered Financial Analysist holder. The Board members andbelieves Mr. Mittal’s extensive investment experience qualifies him to serve as a new management team for XPAC would be appointed by the existing Board and the existing Board members and the existing management team would resign (which is referred to herein as the Director and Management Handover), which would be effective upon consummationdirector of the Sponsor Handover or as soon as possible thereafter.
Vote Required
The election of each of the indemnity agreements dated July 29, 2021 entered into between the XPAC and each of the directors and officers of XPAC shall remain in full force and effect notwithstanding any resignation of the directors and officers of XPAC, and (ii) XPAC and the New Sponsor agreed to release the directors and officers of XPAC (as of the date of this proxy statement) and the Sponsor from any and all claims relating to XPAC that accrued or may have accrued prior to consummation of the Sponsor Handover.
Board Recommendation
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH DIRECTOR NOMINEE.
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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023
The Audit Committee annually evaluates the Extension Amendment Proposal,performance of our independent registered public accounting firm and determines whether to re-engage the Redemption Limitation Amendment Proposal,current independent auditor or consider other audit firms. This year the Name Change Amendment ProposalAudit Committee has approved the engagement of new auditors, Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2023.
Ratification of our independent registered public accounting firm is not required by our amended and restated bylaws or otherwise. However, we are submitting the selection of Marcum LLP to our stockholders for ratification as a matter of good corporate practice and because we value the views of our stockholders.
The Audit Committee considers Marcum LLP to be well qualified. In the absence of contrary specification, the proxy holders will vote proxies received in response to this solicitation in favor of ratification of the appointment. In the event that stockholders fail to ratify the appointment of Marcum LLP, the Audit Committee will reconsider the appointment of Marcum LLP. Even if the appointment is ratified, the ratification is not binding and the Letter Agreement Amendment ProposalAudit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interest and the best interest of our stockholders.
Representatives of Marcum LLP are approvednot expected to be present at the Annual Meeting and
13Fees Paid to Auditor
The following redemptionsis a summary of the fees and services provided by Marcum LLP to the Company and its predecessor, Trajectory Alpha Acquisition Corp., for fiscal years 2022 and 2021:
2022 | 2021 | |||||
Audit Fees(1) | $ | 175,260 | $ | 157,075 | ||
Audit-Related Fees(2) | $ | 136,368 |
| — | ||
Tax Fees(3) |
| — |
| — | ||
All Other Fees(4) |
| — |
| — | ||
Total | $ | 311,628 | $ | 157,075 | ||
____________
(1) Audit Fees consist of professional services rendered in connection with the Extension Amendment, XPAC adheres toaudit of our annual financial statements, including the continued listing requirements of Nasdaq, the Adjournment Proposal will not beaudited financial statements presented for a vote.
(2) Audit-related fees consist of fees for professional services rendered for assurance and related services by Marcum LLP that were reasonably related to the Extension Amendment Proposal are made and will continue its efforts to obtain approval of a Business Combination at an extraordinary general meeting and consummate the closing of a Business Combination on or before the Articles Extension Date.
(3) Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state, and international tax compliance. No tax services were provided in either period.
(4) All other fees consist of fees billed for products and services provided by Marcum LLP other than the services reported for the other categories; there were no such fees in either period.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee approves the engagement of our independent registered public accounting firm and is also required to pre-approve all audit and non-audit expenses, based on independence, qualifications, and if, appliable, performance. All of the pro rata portion of funds available in the Trust Account with respect
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Vote Required
Approval of the Memorandum and Articlesratification of Association.
Board Recommendation
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MARCUM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023.
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THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to adjourn the Annual Meeting from time to time to solicit additional proxies in favor of the proposals or if otherwise determined by the chairperson of the Annual Meeting to be necessary or appropriate.
Vote Required for Approval
Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Common Stock present at the Annual Meeting and broker non-votesentitled to vote thereon, voting together as a single class. Abstentions will be considered present forcounted in connection with the purposesdetermination of establishingwhether a valid quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the Shareholder Meeting and thereforeis established. Abstentions will have no effect on the approvalAdjournment Proposal.
Board Recommendation
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADJOURNMENT PROPOSAL, IF PRESENTED.
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Overview
Date, Time and Place. The Annual Meeting of the proposalsCompany’s stockholders will be held at 11:00 a.m. Eastern Time on Monday, December 18, 2023, as a matter of Cayman Islands law.
To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our Common Stock.
If your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, date) by entering the URL address into your browser go to https://www.cstproxy.com/xpacaquisition/zalatorisii/2023 and entering yourenter the control number nameyou received on your proxy card and email address. Once you pre-register you can vote or enter questions inclick on the chat box during“Click here” to preregister for the Shareholder Meeting. Atonline meeting link at the top of the page. Just prior to the start of the Shareholder Meeting,meeting you will need to log in againback into the meeting site using your control number and will also be promptednumber. Pre-registration is recommended but is not required in order to enter your control number if you vote duringattend.
Beneficial stockholders who wish to attend the Shareholder Meeting.
Stockholders will also have accessthe option to Internet, you can listen only to the meetingAnnual Meeting by dialingtelephone by calling:
• Within the U.S. and Canada: +1 800-450-7155 (toll-free) (or800-450-7155 (toll-free)
• Outside of the U.S. and Canada: +1 857-999-9155 if you are located outside the United States and Canada857-999-9155 (standard rates apply)) and when prompted enter the pin number 4218486#. Please note that you
The passcode for telephone access: 7012707#. You will not be able to vote or asksubmit questions at the Shareholder Meeting ifunless you choose to participate telephonically.
Voting Power; Record Daterecord date.
Votes Required.
• Approval of Founder Share Amendment Proposal requires the closeaffirmative vote of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 21,961,131 issued and outstanding Class A Ordinary Shares held by the public shareholders and 5,490,283 Class B Ordinary Shares held by the Initial Shareholders.
• Approval of the issued and outstanding Ordinary Shares asElection of the Record Date, will count towards this quorum. As a result, asDirectors Proposal, Ratification of the Record Date, in addition to the shares of the Initial Shareholders, an additional 8,235,425 Ordinary Shares held by public shareholders would be required to be present at the Shareholder Meeting to achieve a quorum.
If you do not want the proposal to be approved, you must abstain, not vote, or vote “AGAINST” such proposal. Abstentions will have the effect of a vote “AGAINST” the Founder Share Amendment Proposal.
Abstentions will have no effect on the Election of Directors Proposal, Ratification of Auditor Proposal and whoAdjournment Proposal.
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At the close of business on the record date of the Annual Meeting, there were 6,514,674 shares of Class A Common Stock and 5,490,283shares of Class B Common Stock outstanding, each of which entitles its holder to cast one vote thereon, atper proposal.
Proxies; Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Shareholder Meeting.
| | | | Number of Additional Public Shares Required to Approve Proposal | | ||||||||||||
| Proposal | | | Approval Standard | | | If Only Quorum Is Present and All Present Shares Cast Votes | | | If All Shares Are Present and All Present Shares Cast Votes | | ||||||
| Extension Amendment Proposal | | | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 3,660,189 | | | | | | 12,810,660 | | |
| Redemption Limitation Amendment Proposal | | | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 3,660,189 | | | | | | 12,810,660 | | |
| Name Change Amendment Proposal | | | At least two-thirds (2/3) majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 3,660,189 | | | | | | 12,810,660 | | |
| Letter Agreement Amendment Proposal | | | Majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 1,372,572 | | | | | | 8,235,425 | | |
| Adjournment Proposal | | | Majority of Ordinary Shares entitled to vote and voted at the Shareholder Meeting | | | | | 1,372,572 | | | | | | 8,235,425 | | |
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The following table sets forth information regarding the beneficial ownership of Ordinary Sharesthe Common Stock as of the date of this proxy statementRecord Date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Ordinary Shares,Common Stock, by:
•
•
•
As of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
| | | | Class A Ordinary Shares | | | Class B Ordinary Shares(1) | | | | | | | | ||||||||||||||||||
| | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class A Ordinary Shares | | | Number of Shares Beneficially Owned | | | Approximate Percentage of Class B Ordinary Shares | | | Approximate Percentage of Ordinary Shares | | |||||||||||||||
| Name and Address of Beneficial Owner(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
XPAC Sponsor LLC (the Sponsor)(3) | | | | | — | | | | | | — | | | | | | 5,400,283 | | | | | | 98.4% | | | | | | 19.7% | | |
XP Inc.(4) | | | | | 2,109,257 | | | | | | 9.6% | | | | | | — | | | | | | — | | | | | | 7.7% | | |
TRUXT Investimentos Ltda(5). | | | | | 1,949,957 | | | | | | 8.9% | | | | | | — | | | | | | — | | | | | | 7.1% | | |
Aristeia Capital, L.L.C.(6) | | | | | 1,930,176 | | | | | | 8.8% | | | | | | — | | | | | | — | | | | | | 7.0% | | |
Glazer Capital, LLC(7) | | | | | 2,181,000 | | | | | | 9.9% | | | | | | | | | | | | | | | | | | 7.9% | | |
| Chu Kong | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Guilherme Teixeira | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Fabio Kann | | | | | — | ��� | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Marcos Peixoto | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Denis Pedreira | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
| Ana Cabral-Gardner | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
| Camilo Tedde | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
All directors and officers as a group (7 individuals) | | | | | — | | | | | | — | | | | | | 90,000 | | | | | | 1.6% | | | | | | * | | |
Class A Common Stock | Class B Common Stock(2) | Approximate | |||||||||||
Name and Address of Beneficial Owner(1) | Number of | Approximate | Number of | Approximate | |||||||||
Paul Davis(2)(3) | — | — |
| 4,340,283 | * |
| — | % | |||||
Llewellyn Farquharson(2) | — | — |
| 20,000 | * |
| — | % | |||||
Adeel Rouf(2) | — | — |
| 20,000 | * |
| — | % | |||||
Demetris Demetriou(2) | — | — |
| 20,000 | * |
| — | % | |||||
Vik Mittal(2) | — | — |
| 20,000 | * |
| — | % | |||||
All directors and executive officers as a group (5 individuals) | — | — |
| 80,000 | 1.48 | % | — | % | |||||
Other 5% and Greater Stockholders |
|
|
| ||||||||||
J. Streicher Holdings, LLC(4) | — | — |
| 4,320,283 | 80.00 | % | — | % | |||||
XPAC Sponsor LLC(5) | — | — | % | 1,000,000 | 18.52 | % | — | % | |||||
Westchester Capital Management, LLC(6) | 636,530 | 9.77 | % | — | — |
| — | % | |||||
Glazer Capital, LLC(7) | 822,457 | 12.62 | % |
|
| ||||||||
Aristeia Capital, L.L.C.(8) | 1,930,176 | 8.79 | % | — | — |
| — | % | |||||
TRUXT Investimentos Ltda(9) | 1,949,957 | 8.9 | % | — | — |
| — | % | |||||
____________
*
(1)
(2) Interests shown consist solely of founder shares, classified as shares of Class B Common Stock. Such shares are convertible into shares of Class A Common Stock on a one-for-one basis, subject to adjustment.
(3)
(4) Jaleel Lewis, Chief Executive Officer for J. Streicher Holdings, LLC, may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Mr. Lewis disclaims any such beneficial ownership except to the extent of his respective pecuniary interest.
(5) According to a Form 4 filed with the SEC on July 27, 2023, on behalf of XPAC Sponsor LLC that are convertible for Class A ordinary shares; (ii) 1,222,500 Class A ordinary shares held by Trend XPAC Fundo de Acoes Investimento no Exterior, whichand XP Inc. The business address of these reporting persons is 55 West 46th Street, 30th Floor, New York, New York 10036.
(6) According to a fund managed by an affiliate of XP Inc.; (iii) 847,709 Class A ordinary shares held by Brazil International Fund SPC — LB International Fund CS, which is a fund managed by an affiliate of XP Inc.; (iv) 37,247 Class A ordinary shares held by XP Long Term FIM IE, which is a fund managed by an affiliate of XP Inc.; and (v) 1,801 Class A ordinary shares held by XP Long Term Equity Institucional Master FIA, which is a fund managed by an affiliate of XP Inc.
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Westchester Capital Management, LLC, beneficially owns 636,530 shares, while Westchester Capital Partners, LLC beneficially owns 7,503 shares, Virtus Investment Advisers, Inc. beneficially owns 574,196 shares, and The Merger Fund beneficially owns 487,219 shares.
The business address of Westchester Capital Management, LLC and Westchester Capital Partners, LLC is 100 Summit Drive, Valhalla, NY 10595. The business address of Virtus Investment Advisers, Inc. is One Financial Plaza, Hartford, CT 06103. The business address of The Merger Fund is 101 Munson Street, Greenfield, MA 01301-9683.
(7) According to a Schedule 13G/A filed with the SEC on August 10, 2023, on behalf of TRUXT Investimentos Ltda. (“TRUXT”), TRUXT Brazil Long BiasGlazer Capital LLC and Bruno de Godoy Garcia (“Mr. Garcia”). TRUXT and Mr. Garcia have shared voting and dispositive power over 1,949,957 Class A ordinary shares. Mr. Garcia is the Chief Investment Officer and a controlling person of TRUXT. TRUXT is the investment manager, and Mr. Garcia is the portfolio manager, of TRUXT Brazil Long Bias, a Cayman Islands corporation. TRUXT, Mr. Garcia and TRUXT Brazil Long Bias may be deemed to share voting and dispositive power with respect to 1,720,832 Class A ordinary shares held by TRUXT Brazil Long Bias.Paul J. Glazer. The business address of each of TRUXT, TRUXT Brazil Long Bias and Mr. Garciathese reporting persons is Av. Ataulfo de Paiva, 153, 6th Floor, Leblon, Rio de Janeiro, RJ, 22440-032 Brazil.
(8) According to a Schedule 13G filed with the SEC on February 14, 2023, on behalf of Aristeia Capital, L.L.C. Aristeia Capital, L.L.C. is the investment manager of, and has voting and investment control with respect to 1,930,176 Class A ordinary shares held by, one or more private investment funds. The business address of Aristeia Capital, L.L.C.this reporting person is One Greenwich Plaza, 3rd3rd Floor, Greenwich, CT 06830.
(9) According to a Schedule 13G13G/A filed with the SEC on February 14,January 31, 2023, on behalf of Glazer Capital, LLC (“Glazer Capital”)TRUXT Brazil Long Bias, TRUXT Investimentos LTDA, and Paul J. Glazer (“Mr. Glazer”). Glazer CapitalBruno de Godoy Garcia. TRUXT Brazil Long Bias beneficially owns 1,720,832 shares, while TRUXT Investimentos LTDA beneficially owns 1,949,957 shares, and Mr. Glazer have shared voting and dispositive power over 2,181,000 Class A ordinaryBruno de Godoy Garcia beneficially owns 1,949,957 shares. Glazer Capital is a Delaware limited liability company and reported the Class A ordinary shares held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the “Glazer Funds”). Mr. Glazer (“Mr. Glazer”) serves as the Managing Member of Glazer Capital. The business address of these reporting persons is Av. Ataulfo de Paiva, 153, 6 floor, Leblon, Rio de Janeiro, RJ, 22440-032 Brazil.
The table above does not include the shares of Common Stock underlying the Private Placement Warrants held or to be held by our Sponsor because these securities are not exercisable within 60 days of the record date for the Annual Meeting.
The table above is based on each Glazer Capital and Mr. GlazerSchedule 13G referenced therein, which have not been further updated for the existing 915,975 shares of Class A Common Stock, but rather reference the previous 1,215,050 shares of Class A Common Stock.
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SUBMISSION OF STOCKHOLDER PROPOSALS
The Board is 250 West 55th Street, Suite 30A, New York, New York 10019.
If the ExtensionFounder Share Amendment Proposal is approved, and implemented, we anticipate that XPACthe annual meeting of stockholders will hold another extraordinary generalbe held no later than December 31, 2024. For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2024 annual meeting of stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act.
Our bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting. Notice of a nomination or proposal must be delivered to us not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the Articles Extension Dateanniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to considerbe timely must be so delivered not earlier than the close of business on the 120th day before the meeting and vote upon approvalnot later than the later of a Business Combination. (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by us. The chairman of the board may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.
If the ExtensionFounder Share Amendment Proposal the Redemption Limitation Amendment Proposal, the Name Change Amendment Proposal and the Letter Agreement Amendment Proposal areis not approved and the Company fails to complete a Business Combination is not consummated by August 3, 2023, in accordance with the Articles, XPACqualifying business combination on or before March 14, 2024, there will dissolve and liquidate.be no following annual meeting.
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Unless XPAC haswe have received contrary instructions, XPACwe may send a single copy of this proxy statementProxy Statement to any household at which two (2) or more shareholdersstockholders reside if XPAC believeswe believe the shareholdersstockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce XPAC’sour expenses. However, if shareholdersstockholders prefer to receive multiple sets of XPAC’sour disclosure documents at the same address this year or in future years, the shareholdersstockholders should follow the instructions described below. Similarly, if an address is shared with another shareholderstockholder and together both of the shareholdersstockholders would like to receive only a single set of XPAC’sour disclosure documents, the shareholdersstockholders should follow these instructions:
•
•
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We file reports, proxy statements and other information with the SEC as required by the Securities Exchange Act of 1934, as emended.Act. You may access information on XPACcan read the Company’s SEC filings, including this Proxy Statement, over the Internet at the SECSEC’s website which contains reports, proxy statements and other information, at: at http://www.sec.gov.
If you would like additional copies of this proxy statementProxy Statement or if you have questions about the proposals to be presented at the ShareholderAnnual Meeting, you should contact XPAC in writing atcontact:
Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Toll Free – 1-877-870-8565
Main – 1-206-870-8565
Email: ksmith@advantageproxy.com
You may also obtain these documents by requesting them from the offices of XPAC located at Company at:
Zalatoris II Acquisition Corp.
55 West 46th46th Street, 30th30th Floor
New York, NYNew York 10036 United States, or by telephone at +1 (646) 664-0501.
If you have questions aboutare a stockholder of the proposals or this proxy statement,Company and would like additional copies of this proxy statement, or need to obtain proxy cards or other information relatedrequest documents, please do so by December11, 2023, in order to the proxy solicitation, please contact Morrow Sodali, XPAC’s proxy solicitor, by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing xpax.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.
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Table of the Shareholder Meeting, or no later July 20, 2023.
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF XPAC
ZALATORIS II ACQUISITION CORP.
Pursuant to the Cayman Islands Companies Act
ZALATORIS II ACQUISITION CORP. (THE “COMPANY”(the “Corporation”)
1. The name of the Corporation is Zalatoris II Acquisition Corp. The Corporation’s Memorandum and Articles of Association were filed in the Cayman Islands General Registry on March 11, 2021 (the “Original Charter”). A First Amendment to the Original Charter was filed in the Cayman Islands General Registry on July 29, 2021 (the “Amended Charter”). A Second Amendment to the charter was filed in the Cayman Islands General Registry on July 27, 2023 (the “Current Charter”).
2. This Third Amendment to the Amended and Restated Memorandum and Articles of Association ofamends the Company be amended by:
a)
a)
4. Section 17.2 is hereby deleted in its entirety and replaced with the following new Article 49.5:
(b) Class B Common Stock.
(i) Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any voteof Class B Common Stock shall be convertible into shares of Class A Common Stock on a Business Combination, elect to have their Public Shares redeemed
IN WITNESS WHEREOF, Zalatoris II Acquisition Corp. has caused this Third Amendment to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approvedAmended and in connection with its consummation.”
ZALATORIS II ACQUISITION CORP. | ||||
By: | ||||
Name: | Paul Davis | |||
Title: | Chief Executive Officer | |||
Annex A-1
Zalatoris II Acquisition Corp.”
55 West 46th Street, 30th Floor
New York, New York 10036
(917) 675-3106
ANNUAL MEETING OF STOCKHOLDERS
December 18, 2023
YOUR VOTE IS IMPORTANT
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MONDAY, DECEMBER 18, 2023
The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice dated December 8, 2023 and Proxy Statement, dated December 8, 2023, in connection with “Zalatoris II Acquisition Corp”.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE FOUNDER SHARE AMENDMENT PROPOSAL, “FOR” THE ELECTION OF DIRECTORS PROPOSAL, “FOR” THE RATIFICATION OF AUDITOR PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL, IF PRESENTED.
2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.
Amendments to TransferImportant Notice Regarding the Availability of Founder Shares and Private Placement Warrants Provisions. A new Section 7(d) is hereby added toProxy Materials for the Letter Agreement as follows:
Proposal 1 — Founder Share Amendment Proposal | FOR | AGAINST | ABSTAIN | |||
A proposal to amend the Company’s Existing Zalatoris II Charter, to provide for the right of the holders of Zalatoris II Class B Common Stock to convert such shares of Zalatoris II Class B Common Stock into shares of Zalatoris II Class A Common Stock on a one-to-one basis at the election of such holders. | ☐ | ☐ | ☐ | |||
Proposal 2 — Election of Directors Proposal | FOR | AGAINST | ABSTAIN | |||
A proposal to elect the five directors named in this Proxy Statement for a three-year term expiring in 2026 or until their successor has been duly elected and qualified or until their earlier resignation, removal or death. | ☐ | ☐ | ☐ | |||
Proposal 3 — Ratification of Auditor Proposal | FOR | AGAINST | ABSTAIN | |||
A proposal to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2023 | ☐ | ☐ | ☐ | |||
Proposal 4 — Adjournment Proposal | FOR | AGAINST | ABSTAIN | |||
A proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise, only to be presented at the Annual Meeting if there are not sufficient votes to approve the proposals. | ☐ | ☐ | ☐ |
Dated: December 8, 2023 | ||
Stockholder’s Signature | ||
Stockholder’s Signature |
Signature Page to Amendment to Letter Agreement]
![[MISSING IMAGE: px_xpacacqproxy1pg02-bw.jpg]](/files/DEF 14A/0001104659-23-079672/px_xpacacqproxy1pg02-bw.jpg)
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held at 9.30 a.m.,Eastern Time on July 27, 2023:Notice of extraordinary general meeting andthe accompanying Proxy Statement are available athttps://www.cstproxy.com/xpacaquisition/2023.The undersigned hereby acknowledges receipt of the notice and Proxy Statement, dated July 10, 2023 in connection with the Extraordinary General Meeting to be held at 9.30 a.m., Eastern Time on July 27, 2023, for the sole purpose of considering and voting upon the following proposals, and herby appoints Chu Chiu Kong, Guilherme Teixeira and Fabio Kann, and each of them (with full power to act alone). The attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the ordinary shares of XPAC Acquisition Corp. (“XPAC”) registered in the name provided, which the undersigned is entitled to vote at the Extraordinary General Meeting, and at any adjournments thereof with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are real and each of them is instructed to vote or act as follows on the proposals set forth in the Proxy Statement.THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED “FOR” THE PROPOSALS SET FORTH BELOW. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER.UNDERSIGNED STOCKHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARESTHIS PROXY WILL BE VOTED FOR“FOR” THE PROPOSALS SET FORTH ABOVE.(Continued and to be marked, dated and signed on reverse side)XPAC ACQUISITION CORP.THISHEREIN AT THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY CARDWILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.