Zalatoris II Acquisition Corp. *

Zalatoris II Acquisition Corp. *

May 13, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Eco Modular

ENTERPRISE VALUE: $600 million
ANTICIPATED SYMBOL: EMOD

Zalatoris II Acquisition Corp. entered into a definitive business combination agreement with Eco Modular

  • Eco Modular, combining its established business with Ecohouse Developments, a pioneering force in the modular construction sector. Ecohouse, with a 15-year legacy, has successfully delivered over 7,000 single Modular Accessory Dwelling Units (ADUs). The company operates two cutting-edge manufacturing facilities in Eastern Europe, employing Structured Insulated Panels technology to ensure efficient and high-standard construction.

EXTENSION – 8/7/24 – LINK

  • The SPAC approved the monthly extension from August 3, 2024 to August 3, 2025.
    •  5,932,780 shares were redeemed at the meeting.
    • $0.025/Share per month contribution will be made into the trust account.

TRANSACTION

  • The business combination values Eco Modular at a $600 million enterprise value and at a pro forma market capitalization of approximately $666 million.
  • The Boards of Directors of both Eco Modular and Zalatoris II have unanimously approved the transaction.
  • The anticipated closing is set for the first quarter of 2024.

SPAC FUNDING

  • Not specified at this time.

LOCK-UP

  • Company and Sponsor:
    • The Company and Sponsor will enter into a lock-up agreement, pursuant to which, the securities held by such holders will be locked-up for a period of up to twelve months from the date of the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Zalatoris shareholder approval

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated if any of the conditions to the Closing have not been satisfied or waived by June 5, 2025 (“Outside Date”).

ADVISORS

  • Eco Modular Advisors:
    • Arthur Cox LLP and Calabrese Consulting LLC are serving, respectively, as legal counsel and as financial advisor
  • SPAC Advisors:
    • Nelson Mullins Riley & Scarborough LLP and Meteora Capital LLC are serving, respectively, as legal counsel and as M&A Advisor

EXTENSION – 7/27/23 – LINK

  • The SPAC approved the monthly extension from August 3, 2023 to August 3, 2024.
    • 15,446,457 shares were redeemed at the meeting for $10.41 per share.
    • $100K/month contribution will be made into the trust account. – LINK

The below-announced combination was terminated on 5/4/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.


PROPOSED BUSINESS COMBINATION: SuperBac Corp. [TERMINATED]

FIRM VALUE: $380 million
ANTICIPATED SYMBOL: tbd

XPAC Acquisition Corp. proposes to combine with SuperBac Corp.

Provider of a biotechnological platform designed to offer agribusiness, energy, sanitation, and retail environment services. The company’s biotechnological platform aims to promote sustainable and productive processes in the areas of agrobusiness, wastewater treatment, retail, industry, and energy, enabling consumers to reduce environmental liabilities, perform specific cleaning and fulfill highly complex demands.


SUBSEQUENT EVENT – 12/12/22 – LINK

  • The SPAC amended the date by which either XPAC or SuperBac can terminate the Business Combination Agreement if the transactions contemplated thereby have not been consummated by such date from November 21, 2022 to January 31, 2023

TRANSACTION

  • The combined company is expected to have a pro forma implied equity value post-money of US$515 million.
  • The business combination, which has been approved by the Board of Directors of XPAC, is expected to close in the second half of 2022.

superbac


PIPE

  • There is no PIPE for this transaction

REGISTRATION RIGHTS AGREEMENT

  • The holders of registrable securities will be able to make a written demand for a number of registrable securities with a total offering price in excess of $20.0 million.
  • Any such demand may be in the form of an underwritten offering, subject to certain exceptions, PubCo shall not be required to conduct more than six underwritten offerings in any 12-month period.
  • In addition, the holders of registrable securities will have “piggy-back” registration rights to include their securities in other registration statements filed by PubCo subsequent to the closing of the Acquisition Merger.
  • PubCo will also commit to file a resale shelf registration statement on Form F-1 that includes, the Shareholder Merger Consideration held by signatories to the Registration Rights Agreement within 30 days after closing of the Acquisition Merger.

LOCK-UP

  • Founder
    • Two-year lock-up period
  • Sponsor
    • One-year lock-up period
  • Company
    • Six-month lock-up period

NOTABLE CONDITIONS TO CLOSING

  • The business combination is subject to a minimum cash condition of US$150 million in transaction proceeds

NOTABLE CONDITIONS TO TERMINATION

  • The transaction has not been consummated on or prior to the 210th day after the date of the Business Combination Agreement (11/21/22)
  • The SPAC amended the date by which either XPAC or SuperBac can terminate the Business Combination Agreement if the transactions contemplated thereby have not been consummated by such date from November 21, 2022 to January 31, 2023

ADVISORS

  • Shearman & Sterling LLP is acting as US counsel to XPAC
  • Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados is acting as Brazilian counsel to XPAC
  • Maples and Calder (Cayman) LLP is acting as Cayman Islands counsel to XPAC.
  • Skadden, Arps, Slate, Meagher & Flom LLP is acting as US counsel to SuperBac
  • Ochman Advogados is acting as Brazilian counsel to SuperBac
  • Mourant Ozannes (Cayman) LLP is acting as Cayman Islands counsel to SuperBac.

MANAGEMENT & BOARD


Executive Officers

Spyridon Bonatsos [Appointed] [Resigned]
Chief Executive Officer and Director

Dr. Bonatsos is a seasoned executive with extensive leadership experience in the construction and manufacturing industries, currently serving as Chief Executive Officer of Atlas Panton Ltd and its subsidiaries (“Atlas”) since January 2024. Atlas is recognized as a leader in the construction sector. He previously served as the Chief Operating Officer of Atlas from March 2021 to December 2023. Dr. Bonatsos continues to serve as a member of the board of Atlas (since March 2021). His leadership philosophy emphasizes inclusivity and forward-thinking, cultivating a culture of high performance and adaptability. He seeks to prioritize compliance and ethical standards, strengthening customer, employee, and stakeholder trust. Dr. Bonatsos brings a wealth of experience in manufacturing, supply chain, and logistics management, particularly within a mergers and acquisitions framework. He successfully directed the supply chain integration during the strategic merger of Cyprus’s largest dairies under the Vivartia Group (Greece), creating a streamlined operational system that significantly enhanced efficiency and expanded market presence. Before his appointment to the board of directors at Atlas, Dr. Bonatsos led the company’s international business development and its international operations and logistics from August 2014 to February 2021. Prior to August 2014, he was responsible for overseeing all manufacturing activities and managing multiple production facilities, consistently improving process efficiencies and production output. Dr Bonatsos holds a Ph.D. in Management Sciences from the University of Strasbourg, where he focused his research on the theory of constraints, operations management and change management. He also holds a Master of Engineering and Technology Management from Washington State University and an MBA from the Cyprus Institute of Marketing.


Henry Bruce [Appointed]
Chief Financial Officer and Director

Mr. Bruce is a finance professional with over twenty years of commercial experience. In his prior roles, he has successfully completed many acquisitions, including joint ventures. Since December 2017, he has been the Vice President of Finance of The St. James, a private equity funded sports and wellness start up headquartered in Springfield, Virginia. He was previously a President and General Manager of Oldcastle Inn. (“Oldcastle”), a subsidiary of multinational construction company CRH PLC (NYSE: CRH), from January 2007 to November 2017. Mr. Bruce also served as Chief Financial Officer of Oldcastle Paving Architectural Products’ Northeast Region from 2002 to the end of 2006 and as Assistant Vice President of Development from 1999 to 2022. Mr. Bruce is admitted to the Irish Institute of Chartered Accountants. Mr. Bruce graduated from the University College of Dublin with a B.A. degree in Economics and a Diploma in Business Studies in Banking and Finance.


Chu Kong, 65 [Resigned]
Chief Executive Officer, Chairman

Mr. Kong is based in Brazil and has over 40 years of operational and investment experience in the country. During the last 25 years, he has led the operations of three private equity funds and executed several iconic transactions, including the investments in and successful exits of OdontoPrev S.A. (B3: ODPV3) (dentalcare insurance), Stone Co. (NASDAQ: STNE) (financial services) and XP Inc. (NASDAQ: XP) (financial services). Mr. Kong is currently a partner of XP Inc. and the head of its Private Equity division, where he led the successful fundraising of XP’s R$1.4 billion first vintage fund with a mid-market investment focus with approximately $30 million to $50 million equity check. In less than one year of operations, XP’s private equity fund has received more than 400 investment opportunities, of which almost 200 originated from XP’s proprietary channels, with approximately 70% of capital already invested in five companies: (1) Brasil Olhos (healthcare), (2) Botoclinic (facial aesthetics), (3) Beyoung (beauty tech), (4) Pottencial Seguradora S.A. (insurance) and (5) BRS Supply (business services). Before that, from 2007 until 2017, Mr Kong founded and was the co-head of Actis Brazil (investment firm), the Brazilian branch of Actis LLP, managing a $2.9 billion fund as of November 2010. Under his tenure, Actis Brazil invested in, among other investments, XP Inc., Stone Co., Cruzeiro do Sul Educacional S.A. (B3: CSED3) (education), It’sSeg Company (insurance services), GTEX Brasil (cleaning supplies), CSD (supermarket chain), CNA Idiomas (language school) and Genesis Certificações Serviços Administrativos Ltda. (business services). Prior to joining Actis Brazil, from 1997 to 2007, Mr Kong was a partner of TMG (investment firm), which, under his supervision, invested in, among other investments, OdontoPrev S.A., Softway (call-center) and Conductor Tecnologia S.A. (financial services). Mr. Kong served on the board of directors of XP Inc., Cruzeiro do Sul Educacional S.A., It’sSeg Company, GTEX Brasil, CDA, Softway and Conductor Tecnologia S.A. and currently serves on the board of directors of Brasil Olhos, Botoclinic, Beyoung and BRS Supply. Mr. Kong holds a B.A. in Business from Fundação Getulio Vargas (FGV-SP) and an LL.B. in Law from Universidade de São Paulo (USP).


Guilherme Teixeira, 36 [Resigned]
Chief Investment Officer

Mr. Teixeira is based in Brazil and has over 15 years of equity investment and M&A experience across a wide range of industries. Mr. Teixeira is a partner of XP Inc. and a managing director of the Private Equity division. Previously he was a partner of Vinci Capital Partners (NASDAQ: VINP), a leading alternative asset manager in Brazil. During his tenure at Vinci, he was part of the team that managed Vinci Capital Partners II, a $1.4 billion private equity fund and Vinci Capital Partners III, a $1.0 billion private equity fund. Both funds focused on investments in Brazilian companies. Vinci Capital Partners II invested in eight portfolio companies in the insurance, car rental, retail, real estate, restaurants, industrial, education and O&G sectors, and Vinci Capital Partners III, invested in three portfolio companies in the TMT, healthcare and food service segments. Mr. Teixeira served on the board of directors of Austral Resseguradora S.A. (reinsurance), Cecrisa Revestimentos Cerâmicos S.A. (industrial), Vitru Ltd. (NASDAQ: VTRU) (education) and CURA?—?Centro de Ultrassonografia e Radiologia S.A. (Grupo Cura) (healthcare) and currently serves on the board of directors of Brasil Olhos, Botoclinic and Pottencial Seguradora S.A. Mr. Teixeira holds a B.Sc in Engineering from Pontifícia Universidade Católica (PUC-RJ) and is a certified Chartered Financial Analyst (CFA).


Fabio Kann, 33 [Resigned]
Chief Financial Officer

Mr. Kann is based in Brazil and has over 12 years of private equity experience in several industries. Mr. Kann is a partner of XP Inc. and a director of the Private Equity division. Prior to joining XP in 2020, he was a vice-president at The Carlyle Group (NASDAQ: CG), one of the largest alternative investment firms in the world, in its South America team. Throughout his career, Mr. Kann oversaw 12 investments in industries such as e-commerce, business services, healthcare, food services, education, retail, TMT, industrials, consumer goods and financial services, totaling more than $1 billion of capital invested. Mr. Kann served on the board of directors of Ri Happy Brinquedos S.A. (retail), Orguel Indústria e Locação de Equipamentos S.A. (industrial) and Vitru Ltd. (NASDAQ: VTRU) and currently serves on the board of directors of Beyoung, Botoclinic, Brasil Olhos and BRS Supply. Mr. Kann holds an MBA from Stanford Graduate School of Business, a B.A. in Business from Fundação Getulio Vargas (FGV-SP) and an LL.B. in Law from Universidade de São Paulo (USP).


Board of Directors

Demetris Demetriou [Appointed]
Director


Adeel Rouf [Appointed]
Director


Vik Mittal [Appointed] [Resigned]
Director


Marcos Peixoto, 40 [Resigned]
Director

Mr. Peixoto has over 20 years of experience in public equity. He has been head of equity funds at XP Asset Management since 2013 and is also partner and member of the executive board of XP Inc. since 2016. Previously, Mr. Peixoto was an equity portfolio manager at Itaú Asset (2007-2012) and Banco BBM (2001-2007). He received a bachelor’s degree in industrial engineering from Universidade Federal do Rio de Janeiro (UFRJ) and an MBA from Fundação Getulio Vargas (FGV).


Denis Pedreira, 44 [Resigned]
Independent Director

Mr. Pedreira has over 20 years of experience in growth equity investments and corporate development in Brazil. He has been the Head of Latin America investments at Prosus since 2016. He currently serves on the board of directors of Movile Mobile Commerce Holdings SL and is an observer on the board of directors of iFood Holdings and Creditas Financial Solutions. Previously, Mr. Pedreira was a principal at Apax Partners (2013-2016) and Actis Brazil (2008-2013) where he led financial and business services growth equity investments. He served on the board of XP Investimentos from 2010 to 2013. Mr. Pedreira was a consultant at the Boston Consulting Group from 1999 to 2008 in the corporate development and M&A practice. He received a bachelor’s degree in industrial engineering from Universidade de São Paulo (USP) and an MBA from Harvard Business School.


Ana Cabral-Gardner, 51 [Resigned]
Independent Director

Mrs. Cabral-Gardner is a Managing Partner and co-founder of A10 Investimentos, a Brazilian private equity boutique focused on sustainable investments and M&A advisory in consumer-healthcare, and co-chairman and CSO of Sigma Lithium (CVE: SIGMA), one of the largest hard rock lithium companies in the western hemisphere. Mrs. Cabral-Gardner has over 25 years of experience as a senior banker at global investment banks in New York, London and São Paulo and over 15 years of experience as a venture capital investor. Prior to founding A10, she was head of Latin American Capital Markets at Goldman Sachs in New York. Mrs. Cabral-Gardner was also Head of Latin American investment banking consumer & healthcare at Barclays in São Paulo. She has also held senior positions in investment banking at Merrill Lynch in London and New York for over eight years. Along her career, Mrs. Cabral-Gardner has been involved in a number of capital markets and M&A transactions. Mrs. Cabral-Gardner was one of the original members of Mulheres do Brasil (“MB”) with Luiza Trajano. MB is Brazil’s largest female leaders’ organization with over 48,000 active members, focused on women oriented policy-making and advocacy, with branches in ten countries. She has an MBA degree from Columbia Business School and a Masters in Finance degree from London Business School, and currently serves on the Global Board of Advisors of Columbia University Global Centers.


Camilo Tedde, 57 [Resigned]
Independent Director

Mr. Tedde has over 25 years of experience in managing companies in the fast-moving consumer goods (FMCG) and healthcare sectors. He currently serves at GlaxoSmithKline Brasil Ltda., as the CEO/President of the GSK Consumer Healthcare operation in Brazil. Previously, Mr. Tedde was a general manager for GSK Consumer Healthcare in Colombia. Before joining GSK, Mr Tedde held senior positions at Pfizer, Merck, Newell Brands, Wyeth, Reckitt Benckiser and Pepsico, having worked in Brazil, Colombia, Peru, Chile, Portugal and Canada. Mr. Tedde received a bachelor’s degree in business administration from Universidade de Sorocaba.