The Zefiro Lifecycle Solution (ZLS) leverages artificial intelligence for advanced modelling and analytics of well selection, leak profiling, environmental attributes, and abatement techniques. It offers an easy-to-use dashboard showing methane leak measurement data, providing unparalleled transparency and visibility for stakeholders including clients and government agencies. ZLS further strengthens Zefiro’s capabilities as a fully integrated environmental services company, aligning with current and future ...

Business Combination and Shareholder Actions - The Business Combination Agreement with SuperBac was mutually terminated on May 3, 2023, leading to the automatic termination of related agreements[37]. - Shareholders approved four proposals during the extraordinary general meeting on July 27, 2023, including the Extension Amendment Proposal, allowing the Company to extend the Business Combination deadline to August 3, 2024[47][48]. - If a Business Combination is not completed by August 3, 2024, the Company will initiate automatic winding up and liquidation[51]. - The Company extended the period to consummate its initial business combination by one month, from October 3, 2023, to November 3, 2023, with a deposit of $100,000 into the trust account[132]. Financial Position and Performance - As of September 30, 2023, the Company reported no cash and a working capital deficit of $247,481, raising doubts about its ability to continue as a going concern[50]. - The Company had cash of $0 and $44,659 as of September 30, 2023, and December 31, 2022, respectively, indicating a significant reduction in cash reserves[72]. - The Company held $68,616,837 in the Trust Account, a decrease from $222,726,270 as of December 31, 2022, primarily due to shareholder redemptions[73]. - The Class A ordinary shares subject to possible redemption decreased from $222,726,270 at the beginning of the year to $68,616,837 as of September 30, 2023, after accounting for redemptions of $(160,732,917)[77]. - For the three months ended September 30, 2023, the net income per ordinary share was $0.04 for both Class A and Class B shares, compared to a net loss of $(0.02) for the same period in 2022[65]. - For the nine months ended September 30, 2023, the net income per ordinary share was $0.27 for both Class A and Class B shares, compared to $0.04 for the same period in 2022[65]. Costs and Expenses - The Company incurred significant costs related to acquisition plans and expects to continue incurring such costs[50]. - Offering costs related to the Initial Public Offering totaled $11,761,739, with additional costs incurred from the partial exercise of the over-allotment option amounting to $1,078,624[62][63]. - The Company recognized a remeasurement of Class A ordinary shares subject to possible redemption amounting to $6,423,484 for the nine months ended September 30, 2023[77]. - The Company derecognized the advisory fee of $7,686,396 related to the deferred underwriting fee, as it is contingent upon payment[99]. - The underwriter was entitled to a deferred fee of $7,686,396, which was formally waived by the underwriter in July 2023[122]. Shareholder Transactions - On July 10, 2023, the Former Sponsor sold 4,400,283 Class B ordinary shares and 4,261,485 Private Warrants to the new Sponsor for a total of $250,000[38]. - Following the shareholder meeting, 15,446,457 Class A Ordinary Shares were redeemed at approximately $10.41 per share, totaling $160,732,917, leaving a balance of approximately $67,790,468 in the Trust Account[49]. - The Company completed a private placement of 4,000,000 Private Warrants at a price of $1.50 per warrant, generating gross proceeds of $6,000,000[83]. Accounting and Taxation - The financial statements do not include adjustments that might result from uncertainties related to the COVID-19 pandemic and the Russia-Ukraine war[52]. - The Company has not accrued any amounts for income taxes as it is considered an exempted Cayman Islands company with no income tax obligations[61]. - The Company is currently evaluating the impact of new accounting standards effective January 1, 2024, which may affect its financial position and results of operations[78]. - The accounting treatment for the warrants requires re-measurement at each balance sheet date, with changes in fair value recognized in the statement of operations[119]. Warrants and Shares - The Company had 7,320,377 Public Warrants and 4,261,485 Private Warrants outstanding[118]. - The fair value of the Public Warrants was $454,000 and the Private Warrants was $264,000 as of September 30, 2023[126]. - The Company recorded a derivative liability for the warrants at their fair value, which was $718,000 as of September 30, 2023, down from $1,874,437 as of December 31, 2022[123]. - The Company has the right to redeem Public Warrants when the price per Class A ordinary share equals or exceeds $10.00[115]. - The Company issued additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes at an issue price of less than $9.20 per share, which could trigger adjustments to the exercise price of the warrants[115]. - The Company is authorized to issue 200,000,000 Class A ordinary shares, with 6,514,674 shares issued as of September 30, 2023[107]. - The Company has 5,490,283 Founder Shares outstanding, representing 20% of the total issued ordinary shares[108]. - The Public Warrants will become exercisable 12 months after the closing of the Initial Public Offering, with specific conditions for redemption at $0.01 per warrant if the share price exceeds $18.00[111][114].

Table of Contents 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 OR ☐ 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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ 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 XPAC ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State ...

Table of Contents ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40686 XPAC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) 55 West 46 th Street, 30 New York, NY (Zip Code) (Address of Principal Executive Offices) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark O ...

IPO and Fundraising - The company completed its Initial Public Offering on August 3, 2021, raising gross proceeds of $200 million from the sale of 20,000,000 Units at $10.00 per Unit[130]. - Following the IPO, $219,611,310 was placed in a Trust Account for the benefit of Public Shareholders, invested in interest-bearing U.S. government securities[134]. - The underwriter partially exercised the over-allotment option, generating additional gross proceeds of $19,611,310 from the sale of 1,961,131 Units[132]. - The company generated gross proceeds of $6,000,000 from the sale of 4,000,000 Private Warrants at a price of $1.50 per Private Unit[156]. - The company has broad discretion in applying the net proceeds from the IPO and Private Placement towards consummating a Business Combination[135]. Business Combination and Strategy - The company entered into a Business Combination Agreement with SuperBac on April 25, 2022, aiming to merge and create a national leader in crop nutrition in Brazil[137]. - Upon completion of the merger, SuperBac will become an indirect subsidiary of PubCo, with PubCo owning at least 95% of SuperBac's equity interests[140]. - The Business Combination Agreement includes a Minimum Cash Condition of at least $150 million available to PubCo at the Acquisition Closing[146]. - SuperBac has over two decades of experience in developing biologically-based alternatives to synthetic chemicals for agricultural and industrial applications[150]. - The company plans to diversify into crop protection and other industry sectors, leveraging its proprietary biotech development platform[150]. Financial Performance and Expenses - For the three months ended June 30, 2022, the company reported a net income of $1,868,182, driven by a $2,925,096 gain on the fair value of warrant liabilities[153]. - The company incurred $1,385,461 in operating, general, and administrative expenses for the three months ended June 30, 2022[153]. - The company expects to use approximately $350,000 for legal, accounting, due diligence, and other expenses associated with structuring and negotiating the Business Combination[162]. - As of June 30, 2022, the company had cash outside the Trust Account amounting to $270,257, available for working capital needs[155]. - The company had a net loss of $183 for the three months ended June 30, 2021, entirely due to operating expenses[154]. Going Concern and Future Outlook - The company expects to incur significant costs in pursuing its initial Business Combination, with no assurance of success in raising capital[129]. - The company anticipates significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern within one year after the financial statements are issued[158]. - As of June 30, 2022, the company had no long-term debt or capital lease obligations[167]. Risk Management - The company has not engaged in any hedging activities since inception and does not expect to do so in the future[175].

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents XPAC Acquisition Corp.'s unaudited condensed financial statements as of March 31, 2022, detailing assets, operations, and cash flows, with notes on warrant accounting and the SuperBac business combination [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2022, total assets were $220.5 million, primarily trust account investments, with $13.4 million in liabilities and a $12.5 million shareholders' deficit Condensed Balance Sheet Data (As of March 31, 2022 vs. December 31, 2021) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $307,990 | $352,190 | | Investments held in Trust Account | $219,632,154 | $219,617,731 | | **Total Assets** | **$220,518,436** | **$220,614,902** | | **Liabilities & Shareholders' Deficit** | | | | Warrant liabilities | $4,763,355 | $5,825,972 | | Total Liabilities | $13,360,983 | $14,124,256 | | Class A ordinary shares subject to possible redemption | $219,632,154 | $219,617,731 | | Total shareholders' deficit | $(12,474,701) | $(13,127,085) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For Q1 2022, the company reported a net income of $666,808, driven by a $1.06 million gain on warrant liabilities offsetting operating costs Statement of Operations Highlights | Item | Three months ended March 31, 2022 | Period from March 11, 2021 (inception) to March 31, 2021 | | :--- | :--- | :--- | | Formation and operating costs | $410,233 | $11,069 | | Loss from operations | $(410,233) | $(11,069) | | Change in fair value of warrant liabilities | $1,062,617 | — | | **Net income (loss)** | **$666,808** | **$(11,069)** | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For Q1 2022, net cash used in operations was $259,788, offset by $215,588 from financing, resulting in a $44,200 net cash decrease Cash Flow Summary | Cash Flow Activity | Three months ended March 31, 2022 | | :--- | :--- | | Net cash used in operating activities | $(259,788) | | Net cash provided by financing activities | $215,588 | | **Net change in cash** | **$(44,200)** | | **Cash at end of period** | **$307,990** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail the company's SPAC formation, IPO, SuperBac business combination, warrant accounting, related-party transactions, and going concern uncertainty - The company is a **special purpose acquisition company (SPAC)** focused on a business combination, with activities centered on its formation, IPO, and target search[19](index=19&type=chunk)[21](index=21&type=chunk) - On April 25, 2022, the company entered a **Business Combination Agreement with SuperBac Biotechnology Solutions S.A.**, a Brazilian biotech firm[33](index=33&type=chunk)[105](index=105&type=chunk) - Management identified conditions raising **substantial doubt about the company's ability to continue as a going concern**, primarily due to significant acquisition-related costs[34](index=34&type=chunk)[36](index=36&type=chunk) - Warrants are accounted for as **liabilities at fair value**, subject to remeasurement with changes recognized in the statement of operations[55](index=55&type=chunk)[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operations, highlighting its blank check status, the SuperBac business combination, Q1 2022 net income drivers, and liquidity challenges including going concern uncertainty [Overview and Recent Developments](index=29&type=section&id=Overview%20and%20Recent%20Developments) XPAC, a blank check company, completed its IPO in August 2021 and entered a definitive Business Combination Agreement with SuperBac on April 25, 2022 - The company is a **blank check company** formed to effect a business combination, initially focusing on Brazilian sectors[112](index=112&type=chunk) - On April 25, 2022, the company entered a **Business Combination Agreement with SuperBac Biotechnology Solutions S.A.**, aiming for SuperBac to become a Nasdaq-listed public company via PubCo[120](index=120&type=chunk)[123](index=123&type=chunk) - The transaction is subject to customary conditions, including a **Minimum Cash Condition of $150 million** (net of certain expenses) for PubCo at closing[130](index=130&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) The company reported a Q1 2022 net income of $666,808, primarily from a non-cash gain on warrant liabilities and trust account interest income Net Income (Loss) Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | Three months ended March 31, 2022 | $666,808 | Gain on fair value of warrant liabilities ($1,062,617), offset by operating expenses ($410,233) | | March 11, 2021 (inception) to March 31, 2021 | $(11,069) | Consisted entirely of operating, general and administrative expenses | [Liquidity, Capital Resources and Going Concern](index=35&type=section&id=Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) As of March 31, 2022, the company had $307,990 cash for working capital, with liquidity from IPO proceeds and a Sponsor promissory note, but faces going concern uncertainty - As of March 31, 2022, **cash outside the Trust Account was $307,990**[138](index=138&type=chunk) - Liquidity needs were met by IPO proceeds outside the trust and a **fully drawn $300,000 promissory note from the Sponsor**[140](index=140&type=chunk) - Significant incurred and expected costs raise **substantial doubt about the company's ability to continue as a going concern** within one year[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces no material market or interest rate risk due to its trust account funds being invested in short-term U.S. government securities or money market funds - The company is **not subject to material market or interest rate risk**, as trust account funds are in short-term U.S. government securities or money market funds[158](index=158&type=chunk) [Controls and Procedures](index=40&type=section&id=Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2022, due to a material weakness in Class A ordinary share classification, with remediation plans underway - Management concluded that **disclosure controls and procedures were not effective** as of March 31, 2022[162](index=162&type=chunk) - A **material weakness** was identified regarding the improper classification of Class A redeemable ordinary shares outside of permanent equity[165](index=165&type=chunk)[166](index=166&type=chunk) - Remediation plans include enhancing access to accounting literature and increasing communication with professionals on complex accounting matters[167](index=167&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - The company has **no legal proceedings** to report[168](index=168&type=chunk) [Item 1A. Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) This section highlights material risks, including potential adverse effects from proposed SEC SPAC rules and geopolitical instability impacting business combination efforts - Proposed **SEC rules for SPACs** (March 30, 2022) could increase disclosure requirements and liability, potentially hindering business combination completion[171](index=171&type=chunk) - Geopolitical instability, including the **Ukraine conflict and sanctions**, could cause market disruptions and supply chain issues, adversely affecting business combination efforts[173](index=173&type=chunk)[174](index=174&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In March 2021, the Sponsor purchased **5,750,000 Founder Shares** for $25,000 in an unregistered private placement exempt under Section 4(a)(2) - In March 2021, the Sponsor acquired **5,750,000 Founder Shares for $25,000** in an unregistered sale[176](index=176&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40686 XPAC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation or Organization) 55 West 46th Street, 30th floo ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ 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 XPAC ACQUISITION CORP. Not Applicable (Former name or former address, if changed since last report) (Exa ...