SEC FORM 4/A

SEC FORM 4/A SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

XPAC Sponsor LLC

(Last)

(First)

(Middle)

55 WEST 46TH STREET, 30TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XPAC Acquisition Corp. [ ZLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/20/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B ordinary shares	⁽¹⁾	07/27/2023		S⁽²⁾			4,400,283	⁽¹⁾	⁽¹⁾	Class A ordinary shares	4,400,283	$0.06	1,000,000	D⁽³⁾

1. Name and Address of Reporting Person^*

XPAC Sponsor LLC

(Last)

(First)

(Middle)

55 WEST 46TH STREET, 30TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

XP Inc.

(Last)

(First)

(Middle)

C/O XPAC SPONSOR LLC.

55 WEST 46TH STREET, 30TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Explanation of Responses:

1. On July 27, 2023, the issuer's name was changed from XPAC Acquisition Corp. to Zalatoris II Acquisition Corp. As described in the issuer's registration statement on Form S-1 (File No. 333-256097) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer ("Class B ordinary shares") will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer ("Class A ordinary shares") at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date.

2. As disclosed in a Current Report on Form 8-K filed by the issuer on July 27, 2023, on July 27, 2023, XPAC Sponsor LLC (the "Sponsor") transferred to J. Streicher Holdings, LLC (i) 4,400,283 Class B ordinary shares, and (ii) 4,261,485 private placement warrants issued by the issuer and convertible into 4,261,485 Class A ordinary shares in certain circumstances described in the issuer's registration statement on Form S-1 (File No. 333-256097) under the heading "Description of Securities--Redeemable Warrants--Private Placement Warrants".

3. The Sponsor is the record holder of the Class B ordinary shares reported herein. The sole member of the Sponsor, XP Inc., by virtue of its control over the Sponsor, may be deemed to beneficially own shares held by the Sponsor.

	XPAC Sponsor LLC, By: /s/ Chu Chiu Kong, as Manager	07/27/2023
	XP Inc., By: /s/ Fabricio Cunha de Almeida, as General Counsel and Director	07/27/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Xpac Sponsor Llc (Amendment)