UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40686

ZALATORIS II ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)



55 West 46th Street, 30th Floor
New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 675-3106

XPAC Acquisition Corp.

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	ZLSWU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	ZLS	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per whole share	ZLSWW	The Nasdaq Stock Market LLC

As of September 1, 2023, there were 6,514,674 Class A ordinary shares (“Public Shares”), $0.0001 par value per share, issued and outstanding and 5,490,283 Class B ordinary shares (“Founder Shares”), $0.0001 par value per share, issued and outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements (unaudited)	3
	Condensed Balance Sheets as of June 30, 2023(unaudited) and December 31, 2022 (unaudited)	3
	Condensed Statements of Operations for the three and six months ended June 30, 2023 (unaudited) and June 30, 2022 (unaudited)	4
	Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2023 (unaudited) and June 30, 2022 (unaudited)	5
	Condensed Statements of Cash Flows for the six months ended June 30, 2023 (unaudited) and June 30, 2022 (unaudited)	6
	Notes To Condensed Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	35
Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
Signatures		40

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

ZALATORIS II ACQUISITION CORP.

F/K/A XPAC ACQUISITION CORP.

CONDENSED BALANCE SHEETS

(UNAUDITED)


	As of
	June 30,		December 31,
	2023		2022
Assets
Current assets
Cash	$	47,865	$	44,659
Prepaid expenses		68,364		233,489
Total current assets		116,229		278,148
Investments held in Trust Account		227,731,980		222,726,270
Total assets	$	227,848,209	$	223,004,418

Liabilities and shareholders’ deficit
Current liabilities
Accounts payable	$	—	$	295,328
Accrued expenses		—		4,966,405
Accrued offering costs		—		92,000
Due to/from Former Sponsor		—		—
Total current liabilities		—		5,353,733
Promissory note payable – related party		—		300,000
Deferred underwriter’s commission fee		4,996,157		4,996,157
Deferred advisory fee – related party		2,690,239		2,690,239
Warrant liabilities		348,000		1,874,437
Total liabilities		8,034,396		15,214,566

Commitments and contingencies (Note 8)
Class A ordinary shares subject to possible redemption, 21,961,131 shares at redemption value of $10.37 and $10.14 as of June 30, 2023 and December 31, 2022, respectively		227,731,980		222,726,270

Shareholders’ deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, none issued and outstanding (excluding 21,961,131 Class A ordinary shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 5,490,283 shares issued and outstanding		549		549
Additional paid-in capital		6,187,074		—
Accumulated deficit		(14,105,790)		(14,936,967)
Total shareholders’ deficit		(7,918,167)		(14,936,418)
Total liabilities and shareholders’ deficit	$	227,848,209	$	223,004,418

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ZALATORIS II ACQUISITION CORP.

F/K/A XPAC ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the three				For the six
	months ended				months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Formation and operating costs	$	53,108	$	1,385,461	$	661,493	$	2,641,003
Loss from operations		(53,108)		(1,385,461)		(661,493)		(2,641,003)
Other income (expense)
Change in fair value of warrant liabilities		710,083		2,925,096		1,526,437		3,987,713
Gain on securities held in trust		2,646,288		287,683		5,005,710		302,107
Interest earned on bank account		157		—		169		—
Foreign exchange gain		(11,570)		40,864		(33,936)		10,861
Total other income		3,344,958		3,253,643		6,498,380		4,300,681
Net income	$	3,291,850	$	1,868,182	$	5,836,887	$	1,659,678


Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares		21,961,131		21,961,131		21,961,131		21,961,131
Basic and diluted net income per share, redeemable Class A ordinary shares	$	0.12	$	0.07	$	0.21	$	0.06
Basic and diluted weighted average shares outstanding, non- redeemable Class B ordinary shares		5,490,283		5,490,283		5,490,283		5,490,283
Basic and diluted net income per share, non- redeemable Class B ordinary shares	$	0.12	$	0.07	$	0.21	$	0.06

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

ZALATORIS II ACQUISITION CORP.

F/K/A XPAC ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance – December 31, 2022	—	$	—	5,490,283	$	549	$	—	$	(14,936,967)	$	(14,936,418)
Remeasurement of Class A shares to redemption amount	—		—	—		—		—		(2,359,422)		(2,359,422)
Net income	—		—	—		—		—		2,545,037		2,545,037
Balance - March 31, 2023	—		—	5,490,283		549		—		(14,751,352)		(14,750,803)
Capital contribution from Sponsor	—		—	—		—		6,187,074		—		6,187,074
Remeasurement of Class A shares to redemption amount	—		—	—		—		—		(2,646,288)		(2,646,288)
Net income	—		—	—		—		—		3,291,850		3,291,850
Balance – June 30, 2023	—	$	—	5,490,283	$	549

SEC Form 10-Q filed by XPAC Acquisition Corp.