Zalatoris Acquisition Corp. *

Zalatoris Acquisition Corp. *

Mar 8, 2021 by Kristi Marvin

The below-announced combination was terminated on 2/11/25.  It will remain on the page for reference purposes only.


PROPOSED BUSINESS COMBINATION: AnyTech365

ENTERPRISE VALUE: $220 million
ANTICIPATED SYMBOL: TBD

Zalatoris Acquisition Corp. entered into a definitive Business Combination Agreement with AnyTech365

  • Founded in 2014 and headquartered in Marbella, Spain, AnyTech365 is a leading European IT Security and Support company helping end users and small businesses have a worry-free experience with all things tech.
  • The Company offers an array of European native-speaking talent to help service client needs in more than 25 countries in Europe and across the world in 15+ different languages.

EXTENSION – 1/17/24 – LINK

  • The SPAC approved the extension from January 14, 2024 to December 14, 2024.
    • 3,465,997 shares were redeemed for $10.67 per share.
    • $100K per month will be deposited into the trust account.

TRANSACTION

  • The Transaction values AnyTech365 at a $220 million enterprise value.
  • The Transaction has been unanimously approved by the Boards of Directors of AnyTech365 and the Company.
  • The Transaction is expected to be completed in the first quarter of 2024.

SPAC FUNDING

  • To be determined.

LOCK-UP

  • Company:
    • The shares held by the Significant Company Stockholders will be locked-up for a period of twelve months from the date of the Closing.
  • Sponsor:
    • The Sponsor agreed not to transfer or sell any founder shares held by them until the earlier to occur of:
      • (1) one year after the completion of our initial business combination, and
      • (2) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Zalatoris shareholder approval
  • Minimum Cash Proceeds of at least $5,000,000

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by written notice by the Company or J. Streicher if any of the conditions to the Closing have not been satisfied or waived by March 14, 2024.

ADVISORS

  • Company Advisors:
    • Nelson Mullins Riley & Scarborough LLP
  • Zalatoris Advisors:
    • Cuatrecasas Gonçalves Pereira, S.L.P. is serving as legal counsel

NAME CHANGE – 6/22/23 – LINK

  • On June 14, 2023, the board of directors of Trajectory Alpha Acquisition Corp. approved a resolution to file a certificate of amendment with the Secretary of State of Delaware, to change the company’s name from “Trajectory Alpha Acquisition Corp.” to “Zalatoris Acquisition Corp.

EXTENSION – 6/15/23 – LINK

  • The SPAC approved the extension from June 14, 2023 to March 14, 2024.
    • 10,891,882 shares were redeemed for $10.33 per share.
    • $150K per month will be deposited into the trust account.

SUBSEQUENT EVENT – 6/2/23 – LINK

  • On June 2, 2023, Trajectory Alpha Acquisition Corp. entered into a Purchase and Contribution Agreement with J. Streicher Holdings, LLC (“the Acquirer”) and Trajectory Alpha Sponsor LLC (“the Sponsor”).
    • As per the agreement, the Acquirer will contribute $250,000 to the Company and pay $1.00 to the Sponsor. 
    • In return for the Purchase Price, the Sponsor will sell and assign to the Acquirer 2,170,464 shares of Class B common stock of the Company and 4,525,000 private placement warrants.
    • Each of these warrants is exercisable to purchase one share of Class A common stock of the Company.
  • On June 2, 2023, the Company, the Acquirer, the Sponsor, and Metric Finance Holdings II, LLC (“the Seller”) entered into a Purchase Agreement, referred to as the “Metric Assignment.”
    • Under this agreement, the Acquirer, or an entity designated by the Acquirer, will pay the Consideration to the Seller.
    • In return, the Seller will sell and assign to the Acquirer 422,434 shares of Class B Common Stock of the Company, referred to as the “Company Securities”.

MANAGEMENT & BOARD


Executive Officers

Stephanos Papadopoulos [Appointed]
Chief Executive Officer and Director

Mr. Papadopoulos has been a member of the board of the Company since September 7, 2023. He has worked in C Suite, Advisory Board and Board Director level positions in strategy finance and operations, as well as a consultant and coach on an international basis in numerous industries, including financial services, FMCG, retail trade, manufacturing, high tech, education, mining, construction, heavy machinery trading and automobile trade. Mr. Papadopoulos holds both a Bachelor’s Degree and Master’s Degree in Business Administration from Michigan State University. He is qualified as a CPA and CGMA and is a member of the American Institute of Certified Public Accountants.


Paul Davis [Appointed] [Resigned]
Chief Executive Officer and Director

Mr. Davis has served as the Chief Operations Officer of the Acquirer, a global financial services company, since January 2019. Prior to joining the Acquirer, Mr. Davis served as Managing Director of Black Swan Data Ltd, a London-based technology and data science company that produces predictive and analytical software. From December 2013 to March 2018, Mr. Davis served as Chief Executive Officer of Black Swan Edge Ltd, a company specializing in raising capital via structured products for small and medium-sized enterprises, institutions, and corporations across Europe, America, and Asia. Under his leadership, Black Swan Edge Ltd experienced significant growth and success, culminating in the sale of the company in March 2018. From July 2007 to December 2013, Mr. Davis served as the Business Development Manager of DVV Media Group GmbH (“DVV”) following its acquisition of part of the Reed Business Information Ltd (“RBI”) portfolio. Prior to joining DVV, Mr. Davis was a sales manager at RBI from 2004 to 2007, which is now the merged company LexisNexis Risk Solutions, Inc., a subsidiary of RELX PLC (NYSE: RELX) (f/k/a Reed Elsevier Group PLC).


Pantelis Dimitriou [Appointed]
Chief Financial Officer and Director

Mr. Dimitriou currently holds the position of Partner and Head of Consulting at Demetriou & Associates Business Advisers Ltd, a distinguished member of DFK International/USA (“DFK”), where he offers his expertise in customer strategy/sales, digitalization/AI, business development, and M&A. Since 2020, Mr. Dimitriou has served as an active member of the Fund Administration Technical Committee of the Cyprus Investment Funds Association. From 2017 to 2020, Mr. Dimitriou initially served as Vice President of Finance and subsequently served as Group Financial Controller of an independent investment, advisory, and administration firm specializing in cross-border commercial transactions, including restructurings, acquisitions, joint ventures, business alliances, foreign portfolio investments, banking and finance, infrastructure and project finance, and real property transactions. Mr. Dimitriou is a Qualified Chartered Accountant and a member of the Institute of Chartered Accountants in England & Wales. Mr. Dimitriou holds a BS in mathematics, business management & finance from Queen Mary, University of London.


Peter Bordes, 58 [Resigned]
Executive Chairman and Chief Executive Officer

Mr. Bordes has over 30 years of experience as an entrepreneur, chief executive officer, investor and board member of multiple private and public media, ad tech and technology companies. Since May 2012, he has been the managing partner of Trajectory Capital, a family office investment fund focused on disruptive innovation in private and public companies. Mr. Bordes was the Chief Executive Officer of Kubient, Inc. (NASDAQ: KBNT), a cloud-based advertising marketplace with artificial intelligence powered ad fraud prevention, from May 2019 to October 2020 and currently serves as a member of the board of directors of Kubient, Inc.. As the Chief Executive Officer, Mr. Bordes led the company through its successful initial public offering in August 2020. Mr. Bordes was also previously the founder and Chief Executive Officer of MediaTrust Inc., a performance marketing ad exchange, where he helped lead the company through its early stages and, in 2009, was named the 9th fastest growing company in the United States by Inc. 500. Mr. Bordes also currently serves on the board of directors of Beasley Broadcast Group, Inc. (NASDAQ: BBGI). Mr. Bordes joined the board of directors of Beasley Broadcast Group, Inc. following the sale of the radio division of Greater Media, Inc., a cable, radio and newspaper conglomerate, to Beasley Broadcast Group, Inc. for $240 million in July 2016. Mr. Bordes served on the board of directors of Greater Media, Inc. and was actively involved in sale of Greater Media, Inc. to Beasley Broadcast Group, Inc. Mr. Bordes has also served on the board of directors of Alfi, an artificial intelligence and machine learning company, since February 2021. Since January 2017, Mr. Bordes has been the co-founder and the managing director of TruVest, an impact real-estate investment, development and technology company. Since January 2018, he has also been an investor and serves on the board of directors of Fraud.net, an artificial intelligence powered, cloud-based fraud prevention infrastructure platform. Since November 2018, Mr. Bordes has also been a co-founder, investor and member of the board of directors of MainBloq, a modular digital asset trading platform. Mr. Bordes received a Bachelor of Science in Communication, Business and Media Studies from the New England College.


Michael E.S. Frankel, 53 [Resigned]
President and Chief Financial Officer

Mr. Frankel has over 30 years of experience in public and private M&A and as a senior executive at multiple public and private technology-related companies. Mr. Frankel has advised on or led over 60 M&A transactions representing more than $15 billion in transaction value throughout his career as well as more than 50 equity/debt transactions representing more than $10 billion in transaction value. Since May 2015, he has been a Senior Vice President, Managing Director and Head of Deloitte New-venture Accelerator, where he leads the Portfolio Operations and Growth Strategy for a portfolio of growth technology businesses at Deloitte. Prior to Deloitte, Mr. Frankel served as the Chief Financial Officer of 50onRED, an advertising technology company, and was the Chief Financial Officer of comiXology, a high-growth digital comics platform. At comiXology, Mr. Frankel built out the finance and product strategy teams, helped execute and close financings and helped structure comiXology’s sales process and terms of sale to Amazon in 2014. Mr. Frankel was previously the Senior Vice President and Global Head of Business Development and M&A at LexisNexis. During his time at LexisNexis, Mr. Frankel completed 18 deals. Prior to LexisNexis, Mr. Frankel was the Senior Vice President of Corporate Development & Strategy at Information Resources / Symphony Technology Group, LLC, completing three deals. Prior to Information Resources / Symphony Technology Group, LLC, Mr. Frankel was Vice President of Business Development at G.E. Capital, where he was responsible for M&A, divestitures, equity investments, joint ventures and partnerships, helping execute four deals. Prior to G.E. Capital, Mr. Frankel was Vice President and General Manager of Directory Services and Vice President of Corporate Development of Verisign (NASDAQ: VRSN), where he led 20 deals. Mr. Frankel was previously a Vice President in the Global Industries Group at Merrill Lynch, Pierce, Fenner & Smith Incorporated and an M&A lawyer at Skadden, Arps, Slate, Meagher & Flom LLP. During his time with both firms, Mr. Frankel completed over 40 deals, including advising multiple Fortune 100 clients on acquisition and equity/debt offerings. Mr. Frankel served on the board of directors of Onvia, Inc. (NASDAQ: ONVI) as well as the boards of directors and advisory boards of several private growth technology companies. Mr. Frankel received a Juris Doctorate, Master’s in Business Administration, Master’s in International Relations and Bachelor of Arts in Political Science from the University of Chicago.


Board of Directors

Niall Ennis [Appointed]
Director

Since April 2022, Mr. Ennis has served as Chief Financial Officer of CreditLogic Ltd, a privately held leading Irish Software-as-a-Service company specializing in mortgage origination and management solutions. Mr. Ennis has also served as a member of the board of directors of Exergyn Limited, an Irish clean-tech company, since August 2022. Mr. Ennis has worked as a financial consultant for WElink Energy Ltd, an international renewable energy asset development company and provider of low-carbon construction solutions, since June 2021. From October 2018 to November 2020, Mr. Ennis served as Managing Director of Valeo Foods (Ireland) Unlimited Company, a prevalent food business where he engaged primarily in the company’s strategy and execution surrounding financing, manufacturing, and distribution. During his tenure from June 1998 to July 2018, Mr. Ennis held various positions within DCC PLC (“DCC”), a global FTSE 100 company, most notably serving in a business capacity as Managing Director of DCC Technology, the IT and communications division of DCC. Prior to joining DCC, Mr. Ennis served as Senior Auditor and Manager of KPMG LLP, from November 1991 to June 1998. Mr. Ennis received undergraduate and graduate degrees from University College Dublin in commerce and accounting, and he is a Fellow of the Institute of Chartered Accountants in Ireland.


Andrew Kwon [Appointed]
Director

Mr. Kwon has over 20 years of experience in equities, derivatives-oriented trading on buy side and sell side. He focuses primarily on SPAC investments generating alpha through pre- and post-merger strategies. He is an expert in SPAC mechanics, valuation, warrant opportunity identification and risk management. Mr. Kwon is proficient in equity research, deal analysis, and efficient trade execution. He was previously a Senior Trading Analyst for Glazer Capital Management, from January 2021 to January 2024. In his role, he analyzed over 700 SPAC IPOs and managed a $500 million SPAC portfolio. He graduated from Northeastern University with a Bachelor of Science.


Adeel Rouf [Appointed]
Director

Mr. Rouf brings to the Company a wealth of experience in the fields of investment banking, capital markets, and M&A, including his involvement in 6 (six) transactions with special purpose acquisition companies. Since 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 involved 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 investment 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.


Sarah Watson [Appointed] [Resigned]
Director

Ms. Watson currently serves as Director of Finance at Scotiabank Ireland DAC (“SIDAC”) (XTSE: BNS), a Canadian-headquartered universal bank focusing on high quality growth markets in the Americas. Since joining SIDAC in January 2012, Ms. Watson has served as senior management in the bank’s Financial, Accounting & Reporting department, leading the bank’s control frameworks and regulatory reporting functions. Ms. Watson has also served as a Director at Aware Ltd., a private limited Ireland-based health and wellness company, since May 2018. Previously, from March 2007 to December 2011, Ms. Watson served as a Manager of the Regulatory Capital Strategy and Integrated Risk departments at the Bank of Ireland Group PLC (“BIRG”) (EN Dublin: BIRG), a public limited company incorporated in Ireland providing a broad range of financial and banking solutions to the personal, commercial, industrial, and agricultural sectors, including international asset financing, leasing, debt financing, foreign exchange facilities, interest and exchange rate hedging investments, and executor and trustee services. Prior to joining BIRG, from 2002 to 2007, Ms. Watson worked in various risk management and finance roles at UniCredit Bank PLC (Milan: UGC.MI), an international banking group headquartered in Milan, engaging in the provision of widespread commercial banking services. From May 2001 to November 2001, Ms. Watson worked as a Product Manager at MiFund Inc., an Australian-based E-commerce fund distribution company providing solutions to business issues surrounding European tax and regulatory compliance. Ms. Watson received undergraduate and graduate degrees from the University College Dublin in commerce and accounting, and she is a Fellow of the Institute of Chartered Accountants in Ireland.


Paul Sethi, 42 [Resigned]
Lead Director

Mr. Sethi has over 20 years of experience as an investor in and operator of multiple technology-related public and private companies. Since January 2019, he has been a Managing Partner and Co-Founder of 2048 Ventures, an early-stage venture fund focused on technology-differentiated ventures and backed by more than 50 notable technology company founders, senior executives and venture capitalists. Prior to founding 2048 Ventures, from November 2010 to May 2018, Mr. Sethi was the Chief Executive Officer of Redbooks, a leading sales intelligence platform focused on the marketing and advertising industry, used by thousands of professionals globally, including at ABC Disney, Adobe, Conde Nast, Dun & Bradstreet, Facebook, Google, LinkedIn, NBC Universal, Nielsen, etc. Mr. Sethi acquired Redbooks from LexisNexis in 2010 and, during his 7-year tenure as the Chief Executive Officer, Mr. Sethi scaled the team, technology and product offerings and, in 2018, successfully sold the company to List Partners, LLC, a Northlane Capital Partners platform. Since 2014, Mr. Sethi has also been a co-founder of Robuzz, a machine learning and natural language processing platform providing real-time news alerts, and deployed the technology via APIs into publishing, marketing and information services enterprises. Earlier in his career, Mr. Sethi was a Partner / Analyst at Iroquois Capital Management, a public equities fund focused on small and micro-cap investments in diversified technology companies. As an investor, Mr. Sethi has served as an early backer of multiple high-profile technology companies, including Flexport, Transfix, SeatGeek, LearnVest, Enigma and Zinier, and in companies acquired by Airbnb, Amazon, Blackstone, Chegg, Discovery, Facebook, Marketo, Motorola, Pinterest, Randstad, Twitter, Uber and Wish. He is also a limited partner of numerous high-profile funds, including Union Square Ventures, SV Angel, Lowercase Capital, Boldstart Ventures, Eniac Ventures, Cowboy Ventures, Bullpen Capital, Inspired Capital, MetaProp and Casa Verde. Mr. Sethi received a Master’s in Business Administration from Columbia Business School and a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. He is also currently an Expert in Residence at the Wharton School of the University of Pennsylvania and Columbia Business School, a mentor to Techstars and Entrepreneurs Roundtable Accelerator programs and an advisor to Open Fortune and Transfix.


Jonathan Bond, 63 [Resigned]
Director Nominee

Mr. Bond is one of the advertising and marketing industry’s most recognized thought leaders and entrepreneurs, with over 35 years of experience. He previously was the Co-Founder and Chief Executive Officer of KBP. Prior to KBP, Mr. Bond served as the Chief Executive Officer of Big Fuel (now part of Publicis), one of the world’s largest social media agencies that serves blue chip clients. He helped establish iballs, one of the first online media agencies, which sold to Microsoft in the early 2000s. He also co-founded Media Kitchen and Varick under the KBP umbrella. From 2015 to December 2016, Mr. Bond was the founder of Tomorro LLC, an innovation consultancy. From January 2017 to June 2018, Mr. Bond was the Co-Chairman at The Shipyard, a full-service advertising agency focused on data science, which acquired Tomorro LLC. From June 2017 to June 2020, Mr. Bond was the Chairman and director of SITO Mobile, Ltd. He is currently fractional CMO/partner of Blue Bear Protection, Lacure and Halo Collar and a member of the board of directors of Sonobi, Inc. Mr. Bond has had investments and/or board roles at White Ops, Compound (formerly known as Metamorphic Ventures), TZP Group, Victors and Spoils (now part of Havas), Simplifi, Appinions, Data Xu, BlackBook magazine and Klout. Mr. Bond received a Bachelor of Arts from Washington University (St. Louis).


Ninan Chacko, 56 [Resigned]
Director Nominee

Mr. Chacko currently serves as senior advisor to McKinsey & Company. From September 2015 to January 2020, Mr. Chacko has served as the Chief Executive Officer Internova Travel Group. Internova Travel Group is one of the largest retail, corporate and entertainment travel companies in North America and the United Kingdom. The company had sales of over $20 billion in 2016 and more than 4,000 employees in 2018. He executed an aggressive growth strategy employing cutting-edge marketing and technology, and the company also acquired more than 20 travel firms during his tenure at Internova Travel Group. Prior to joining Internova Travel Group, he served as the Chief Executive Officer of PR Newswire. During his tenure, PR Newswire enjoyed significant organic growth from product innovation and international expansion. Before his tenure at PR Newswire, Mr. Chacko was the Chief Commercial Officer of Worldspan, the worldwide travel information, e-commerce and technology service provider. He was a founding member of the buyout consortium management team that acquired Worldspan from Delta Air Lines, Northwest Airlines and American Airlines, and served as the Chief Commercial Officer until its sale to Travelport Worldwide Ltd. Prior to Worldspan, Mr. Chacko spent more than 13 years with Sabre Holdings. Mr. Chacko received his Master of Science and Bachelor of Science in Aerospace Engineering from the University of Kansas. He completed Harvard Business School’s Advanced Management Program and the London Business School’s Spencer Stuart Directors’ Forum, and earned his Certified Travel Counselor (CTC) from The Travel Institute.


Elisabeth H. DeMarse, 67 [Resigned]
Director Nominee

From 2012 to March 2016, Ms. DeMarse served as the President and Chief Executive Officer and chair of the board of directors of TheStreet, Inc. Ms. DeMarse diversified The Street, Inc. from a B2C ad supported retail stock picking business to B2B global M&A, data and news businesses. Ms. DeMarse spent 10 years as the Chief Marketing Officer for Bloomberg LP working directly for the founder, Michael Bloomberg. Her Glassdoor Chief Executive Officer ranking is 100% and her companies have been voted best Media Company to work for. She is currently a member of the board of directors of Kubient, Inc. and a member of the board of directors and a chair of the audit committee of Clever Leaves Holdings Inc. (NASDAQ: CLVR). Ms. DeMarse previously served as a member of the boards of directors of ZipRealty (ZIPR), InsWeb Corp (INSW), Internet Patents Corporation (INTP), Edgar-Online (EDGR), Heska Corporation (HSKA), Incredimail (MAIL), Stockgroup (SWB), LiveDeal (LIVE), YP.com (YP), Nedsense (NEDSE), All Star Directories and ProNoun. Ms. DeMarse received her MBA from Harvard Business School and her Bachelor of Arts from Wellesley College. She is also a member of The Committee of 200.


Stephanos Papadopoulos, — [Appointed] [Resigned]
Director Nominee

Mr. Papadopoulos has worked in C Suite, Advisory Board and Board Director level positions in strategy finance and operations, as well as a consultant and coach on an international basis in numerous industries, including financial services, FMCG, retail trade, manufacturing, high tech, education, mining, construction, heavy machinery trading and automobile trade. Mr. Papadopoulos holds both a Bachelor’s Degree and Master’s Degree in Business Administration from Michigan State University as is both a qualified CPA and CGMA, and a member of the American Institute of Certified Public Accountants.


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