XPAC (NASDAQ:XPAX) announced in an 8-K filing that it has sold much of its sponsor economics and will change both name and management team.
J. Streicher Holdings is to purchase 4,400,283 of XPAC’s promote shares (80.1%) and 4,261,485 private placement warrants (100%) for $250,000 as it takes over as the new sponsor while also footing $25,000 in legal fees.
While the new team and ticker have not yet been unveiled, the SPAC’s new name is to be Zalatoris II Acquisition Corp. This name thus pairs it with its sister SPAC Zalatoris I, which J. Streicher created in a similar fashion by buying out a vehicle originally named Trajectory Alpha Acquisition Corp. last month.
In both cases, the original SPAC was facing a near-term extension deadline and XPAC is also coming off the termination of the deal with its initial combination target SuperBac in May.
It is heading into a special meeting on July 27 with proposals to adopt the name change, sponsor transfer and allow the new team to extend its transaction deadline up to 12 times in one-month increments from August 3 to August 3, 2024 without contributing to the SPAC’s trust.
Shareholders are also to vote a on a proposal to limit XPAC redemptions such that its trust will not fall below $5,000,001 in assets. XPAC has been redemption-free to this point and currently has about $227.7 million in trust.
J. Streicher is a broker dealer primarily serving NYSE-listed companies that dates back to 1910, but it is a newcomer to SPAC sponsorship. Its strategy with these SPACs has yet to be fully revealed, and its appointments to Zalatoris I management team were largely financial services veterans without a clear sector specialization.
Its takeover got a vote of confidence from Zalatoris I shareholders as the SPAC saw just 63% of shares redeemed in its post-takeover extension, leaving it with $65.9 million to work with. Only 48 of the 276 SPACs that have yet to close a deal but have had to get through a vote in 2023 have come out with lower redemptions.
The new sponsor did sweeten the pot to help make this happen, however. It gradually increased the contribution to Zalatoris I’s trust to the lesser of $150,000 or $0.04 per share monthly for the extension, while the proposal for soon-to-be Zalatoris II’s much longer extension currently offers no contribution.
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