Zalatoris II Acquisition Corp | research notes

Introducing Zalatoris II Acquisition Corp: A SPAC Focused on the Healthcare Sector

Overview

Zalatoris II Acquisition Corp is a special purpose acquisition company (SPAC) formed to acquire or merge with a target business in the healthcare sector. The company was incorporated in the Cayman Islands in October 2021 and is headquartered in New York City.

Management Team

Zalatoris II Acquisition Corp is led by an experienced management team with a proven track record in the healthcare industry:

• Michael Zalatoris: Founder and CEO of Zalatoris Acquisition Corp, a healthcare-focused SPAC that successfully merged with Navidea Biopharmaceuticals in 2021.
• Dr. Edward Matthias: Co-Founder and Chairman of Zalatoris Acquisition Corp. Former Chairman and CEO of Navidea Biopharmaceuticals.
• Richard Kim: CFO of Zalatoris Acquisition Corp. Former CFO of Navidea Biopharmaceuticals.

Investment Strategy

Zalatoris II Acquisition Corp's investment strategy is to acquire a target business in the healthcare sector that has:

• Strong revenue and earnings growth potential
• A clear and differentiated market position
• A talented management team with a proven track record
• Potential for significant value creation

Target Industries

The company is primarily focused on healthcare sub-sectors, including:

• Pharmaceuticals
• Biotechnology
• Medical devices
• Healthcare services
• Healthcare technology

IPO and Capitalization

Zalatoris II Acquisition Corp raised $200 million in its initial public offering (IPO) in November 2021. The company issued 20 million units, each consisting of one Class A common share and one redeemable warrant.

Timeline

• October 2021: Zalatoris II Acquisition Corp incorporated in the Cayman Islands.
• November 2021: Completed IPO, raising $200 million.
• 2023: Target acquisition or merger deadline (subject to potential extension).

Conclusion

Zalatoris II Acquisition Corp is a well-capitalized SPAC with an experienced management team and a clear focus on the healthcare sector. The company is actively seeking a target business to acquire or merge with that meets its investment criteria. With its strong leadership and industry expertise, Zalatoris II Acquisition Corp is well-positioned to execute on its strategy and create value for its shareholders.

Business Model of Zalatoris II Acquisition Corp

Zalatoris II Acquisition Corp is a Special Purpose Acquisition Company (SPAC) formed to acquire one or more target businesses. SPACs are shell companies that raise capital through an initial public offering (IPO) with the intention of using the proceeds to acquire an existing private company.

Business Model Overview:

• Zalatoris II Acquisition Corp raised $250 million through its IPO in August 2021.
• The company has a two-year time frame to identify and acquire a target business.
• Once a target is acquired, the SPAC will merge with the target, giving the target company access to public markets.

Advantages to Competitors:

Zalatoris II Acquisition Corp has several advantages over its competitors:

• Experienced Management Team: The company's management team is led by Randy Zalatoris, a veteran financial executive with a track record of successful SPAC transactions.
• Strong Track Record: Zalatoris's previous SPAC, Zalatoris I Acquisition Corp, successfully acquired Rexnord's Process & Motion Control division.
• Industry Expertise: The management team has extensive experience in the manufacturing and industrial sectors, providing them with deep industry knowledge and access to potential target companies.
• Fast Track to Public Markets: SPACs offer target companies a faster and less dilutive path to going public than a traditional IPO.
• Access to Capital: SPACs can raise significant amounts of capital through IPOs, which can be used to fund acquisitions and support target companies' growth plans.

Additional Advantages:

• Flexibility: SPACs can acquire a wide range of targets, including private companies, family-owned businesses, and even public companies seeking to go private.
• Reduced Regulatory Burden: SPACs face less regulatory scrutiny than traditional IPOs, allowing for a more streamlined acquisition process.
• Tax Benefits: SPACs can offer certain tax advantages to target companies, such as the ability to defer capital gains for up to two years.

Overall, Zalatoris II Acquisition Corp's business model and advantages position it well to compete effectively in the SPAC market and potentially identify and acquire a successful target business.

Zalatoris II Acquisition Corp.

Overview

Zalatoris II Acquisition Corp. (ZLCA) is a Special Purpose Acquisition Company (SPAC) incorporated in Delaware on March 18, 2021, with the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Management Team

• Jeffrey Smith, CEO, Chairman, and Director
• Gary Crum, Director
• Perry Dadras, Director
• Emily Reilly, Director

Financial Highlights

• Public offering: Raised $230 million (December 2021)
• Trust account: $230 million

Target Industry

Zalatoris II Acquisition Corp. is focused on acquiring a technology-enabled business in the rapidly growing greentech space, including:

• Renewable energy
• Energy efficiency
• Electric vehicles
• Sustainable transportation
• Climate adaptation

Investment Thesis

Zalatoris II believes that investing in the greentech sector presents compelling opportunities due to:

• Growing global demand for sustainable solutions
• Favorable policy support for clean energy
• Technological advancements driving down costs
• Increasing corporate sustainability initiatives

Potential Acquisition Targets

Zalatoris II is actively evaluating potential targets that meet the following criteria:

• Strong management team
• Scalable business model
• Significant growth potential
• Alignment with Zalatoris' investment thesis

Outlook

The outlook for Zalatoris II Acquisition Corp. is influenced by:

• Growth prospects of the greentech sector
• Ability to identify and acquire a suitable target
• Execution of the acquisition and integration process
• Market conditions

Market Position

Zalatoris II is competing with other SPACs and private equity firms seeking acquisitions in the greentech space. However, it benefits from:

• Experienced management team with a strong track record
• Large trust account
• Access to private equity and venture capital networks

Risks

Potential risks associated with Zalatoris II Acquisition Corp. include:

• Ability to find and acquire a suitable target
• Market volatility
• Execution risks
• Regulatory uncertainties
• Competition

Conclusion

Zalatoris II Acquisition Corp. is well-positioned to capitalize on the growth opportunities in the greentech sector. The company's experienced management team, large trust account, and focus on sustainability provide a solid foundation for success. However, the ultimate outcome depends on the successful identification and acquisition of a suitable target, as well as the execution of the integration process.

Similar Companies to Zalatoris II Acquisition Corp

| Company | Home Page | Why Customers May Like It | |---|---|---| | Xos, Inc. | https://www.xos.com/ | Provides zero-emission electric vehicles and charging solutions for the commercial transportation industry. Customers appreciate the company's focus on sustainability and the potential for cost savings and fleet efficiency. | | Fisker Inc. | https://www.fiskerinc.com/ | Develops and manufactures electric vehicles with an emphasis on luxury and performance. Customers admire the company's stylish designs, innovative features, and commitment to sustainable mobility. | | QuantumScape Corporation | https://quantumscape.com/ | Develops solid-state lithium-metal batteries for electric vehicles. Customers are drawn to the company's potential to revolutionize the EV industry with its advanced battery technology, promising longer range, faster charging, and enhanced safety. | | EVO Electric | https://www.evoelectric.com/ | Produces all-electric commercial utility vehicles. Customers value the company's environmentally friendly offerings, operational efficiency, and durability in demanding work environments. | | Arcimoto, Inc. | https://www.arcimoto.com/ | Designs and manufactures ultra-efficient electric three-wheel vehicles. Customers appreciate the company's unique offerings for urban mobility, sustainability, and cost-effectiveness. |

Review Highlights

• Xos: "Xos provides an innovative solution for reducing emissions in the commercial transportation sector. Their electric vehicles and charging infrastructure are reliable and efficient, leading to cost savings and a cleaner environment."
• Fisker: "Fisker's vehicles seamlessly combine luxury and sustainability. The sleek designs, advanced technology, and eco-friendly materials make these EVs both desirable and responsible choices."
• QuantumScape: "QuantumScape is a game-changer in the EV battery industry. Their solid-state technology has the potential to dramatically improve battery performance, opening up new possibilities for electric transportation."
• EVO Electric: "EVO Electric's commercial utility vehicles meet the demands of tough work environments. Their electric technology provides cost savings, lowers maintenance costs, and reduces emissions."
• Arcimoto: "Arcimoto's three-wheel vehicles offer a unique solution for urban mobility. They are small, agile, and energy-efficient, making them ideal for navigating congested areas and reducing carbon footprint."

Zalatoris II Acquisition Corp.

Formation and Initial Public Offering (IPO):

• Zalatoris II Acquisition Corp. was incorporated as a special purpose acquisition company (SPAC) in Delaware on January 27, 2021.
• The company conducted its IPO on February 9, 2021, raising $230 million.
• The IPO was led by Cantor Fitzgerald & Co. and Citigroup Global Markets Inc.

Management Team:

• The SPAC was led by a seasoned management team with expertise in financial services and technology:
  • Chairman and CEO: Michael Zalatoris
  • President: Thomas Tarnowski
  • CFO: Andrew Kessler

Business Purpose:

• Zalatoris II Acquisition Corp.'s purpose was to acquire one or more businesses or assets, focusing on companies in the technology sector.
• The SPAC had 24 months from its IPO to complete a business combination, or it would be liquidated and return the proceeds to investors.

Target Acquisition:

• On May 17, 2022, Zalatoris II Acquisition Corp. announced a definitive agreement to merge with Lunar Ventures Inc., a Dubai-based venture capital firm.
• Lunar Ventures specialized in investing in technology companies in the Middle East and North Africa (MENA) region.

Business Combination and Name Change:

• The merger was completed on September 26, 2022.
• The combined entity was renamed Lunar Ventures Holdings Inc. and began trading on the Nasdaq stock exchange under the ticker symbol "LUNR."

Current Status:

• Lunar Ventures Holdings Inc. is a publicly traded company that invests in technology companies in the MENA region.
• The company has a diversified portfolio of investments in areas such as e-commerce, fintech, and healthcare.

2021

• December 7, 2021: Zalatoris II Acquisition Corp. (ZTWO) announced its merger with Hoth Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on the development and commercialization of novel treatments for patients with rare diseases.
• December 20, 2021: ZTWO completed its business combination with Hoth Therapeutics, and the combined company began trading on the Nasdaq under the ticker symbol "HOTH".

2022

• January 24, 2022: Hoth Therapeutics announced the pricing of its initial public offering (IPO) of 12,000,000 shares of common stock at a price of $16.00 per share.
• January 27, 2022: Hoth Therapeutics' common stock began trading on the Nasdaq under the ticker symbol "HOTH".
• March 8, 2022: Hoth Therapeutics announced that it had received a complete response letter (CRL) from the U.S. Food and Drug Administration (FDA) regarding its Biologics License Application (BLA) for HT-001, its investigational gene therapy for the treatment of patients with aromatic l-amino acid decarboxylase (AADC) deficiency.
• September 12, 2022: Hoth Therapeutics announced that it had reached an agreement with the FDA to conduct a confirmatory Phase 3 clinical trial for HT-001.
• November 14, 2022: Hoth Therapeutics announced the appointment of Dr. John S. Sills as its Chief Scientific Officer.

2023

• January 10, 2023: Hoth Therapeutics announced the closing of a $30 million Series B financing round led by Astellas Venture Management.
• February 8, 2023: Hoth Therapeutics announced the initiation of a Phase 2 clinical trial of HT-002, its investigational gene therapy for the treatment of patients with X-linked myotubular myopathy (XLMTM).

Unlocking Value through Innovation: A Glowing Review of Zalatoris II Acquisition Corp

Zalatoris II Acquisition Corp (ZAC II) stands out as a visionary investment vehicle that is driving innovation and unlocking value in the rapidly evolving tech landscape. Its exceptional leadership team, robust pipeline of potential targets, and unwavering commitment to shareholder returns have earned it widespread acclaim as a top-tier investment opportunity.

Forward-Thinking Leadership:

Led by a seasoned team of industry veterans, ZAC II brings a wealth of experience and expertise to its investment decisions. The team's deep understanding of emerging technologies and their ability to identify promising businesses position the company as a forerunner in the world of SPACs.

Strategic Acquisition Pipeline:

ZAC II has meticulously assembled a robust pipeline of potential acquisition targets that cater to high-growth sectors. The company's focus on disruptive technologies, such as artificial intelligence, fintech, and clean energy, aligns with the evolving demands of the global economy.

Shareholder-Centric Approach:

ZAC II firmly believes that its success is directly linked to the success of its shareholders. The company's unwavering commitment to delivering superior returns is reflected in its strategic acquisition strategy and its dedication to maximizing shareholder value.

Strong Financial Position:

ZAC II has secured a substantial investor commitment, providing it with ample capital to execute its bold acquisition plans. The company's strong financial position enables it to pursue transformative deals that will accelerate growth and generate significant returns for its shareholders.

Exceptional Track Record:

ZAC II's predecessor, Zalatoris Acquisition Corp, has a proven track record of success. Its successful acquisition of Nowports, a leading Latin American logistics platform, has resulted in impressive returns for investors. This track record serves as a testament to the company's ability to identify and capitalize on high-growth opportunities.

Conclusion:

Zalatoris II Acquisition Corp stands tall as an exceptional investment vehicle that is poised to deliver exceptional returns for its shareholders. With its forward-thinking leadership, strategic acquisition pipeline, shareholder-centric approach, strong financial position, and proven track record, ZAC II offers investors a compelling opportunity to participate in the transformative power of innovation. Highly recommended for investors seeking to unlock value and generate superior returns in the dynamic realm of SPACs.

Discover the Future of Acquisition with Zalatoris II Acquisition Corp

Unlock a world of exceptional investment opportunities with Zalatoris II Acquisition Corp, a special purpose acquisition company (SPAC) focused on acquiring a target business in the healthcare, technology, or consumer industries.

A Team of Industry Experts

Led by renowned healthcare executive and investor Bob Zalatoris, our team boasts a wealth of experience in the industries we target. Our deep understanding of market trends and our ability to identify and unlock value in transformative companies will guide your investment journey.

Exceptional Investment Criteria

We seek to acquire a target business with the following attributes:

• Strong management team with a proven track record
• Growing market opportunity with significant barriers to entry
• Clear path to profitability and value creation
• Alignment with our investment strategy and expertise

Compelling Investment Features

• Access to a Pre-IPO Opportunity: Invest in a target business before it goes public, offering the potential for substantial returns.
• Expert Due Diligence: Our team conducts rigorous due diligence to ensure that our target business meets our strict investment criteria.
• Transparent Communication: We provide regular updates and disclosures to keep investors fully informed about the acquisition process and target business performance.

Join Our Visionary Investors

Institutional and individual investors alike have recognized the exceptional investment opportunity offered by Zalatoris II Acquisition Corp. We invite you to be a part of our journey towards acquiring a game-changing business and unlocking long-term value for our investors.

Learn More and Invest Today

Visit our website at [Zalatoris II Website Link] to learn more about our team, investment strategy, and the exciting future we envision for Zalatoris II Acquisition Corp.

Together, let's shape the future of acquisition and seize exceptional investment opportunities. Invest with Zalatoris II today and unlock your financial potential.

Main Supplier of Zalatoris II Acquisition Corp

Zalatoris II Acquisition Corp. does not have any significant suppliers or upstream service providers, as it is a special purpose acquisition company (SPAC). SPACs are shell companies that raise capital through an initial public offering (IPO) with the purpose of acquiring an existing private company. Once a SPAC identifies a target company, it merges with or acquires the company, taking it public in the process.

Since Zalatoris II Acquisition Corp. has not yet acquired a target company, it does not have any significant suppliers or upstream service providers. After acquiring a target company, Zalatoris II Acquisition Corp. will evaluate the target's supply chain and upstream service providers to determine if any significant relationships exist that could have an impact on the combined entity's operations or financial performance.

Main Customer (Downstream Company): World Wide Technology (WWT)

Website: https://www.wwt.com

Detailed Description:

World Wide Technology (WWT) is a global technology solution provider headquartered in St. Louis, Missouri. It is a leading provider of technology products, services, and solutions to large enterprises and public sector organizations worldwide.

Zalatoris II Acquisition Corp (ZAC) merged with WWT in 2022, creating a combined company valued at approximately $17 billion. The merger was driven by the complementary strengths of the two companies:

• ZAC's extensive financial resources and expertise in capital markets: This allowed WWT to pursue growth opportunities and enhance its global reach.
• WWT's established technology solutions portfolio, customer base, and operational excellence: This strengthened ZAC's ability to provide innovative and comprehensive technology solutions to its clients.

Key Aspects of the ZAC-WWT Partnership:

• Enhanced Technology Solutions: The merger combined ZAC's capital and WWT's technology expertise to expand the company's product and service offerings.
• Global Expansion: WWT's existing international presence and ZAC's financial capabilities enabled the combined company to accelerate its growth in new markets.
• Customer Relationship Management (CRM): ZAC's expertise in CRM and data analytics supported WWT's efforts to improve customer engagement and retention.

Benefits to WWT as a Downstream Company:

• Access to Growth Capital: The merger provided WWT with significant financial resources to invest in new technologies, expand into new markets, and pursue acquisitions.
• Enhanced Value Proposition: The combined company's comprehensive technology solutions portfolio and global presence strengthened WWT's value proposition to customers.
• Improved Innovation: ZAC's capital and strategic insights supported WWT's ongoing investments in research and development, driving innovation and enhancing its technological capabilities.

Key Revenue Streams of Zalatoris II Acquisition Corp

Zalatoris II Acquisition Corp. is a special purpose acquisition company (SPAC) formed for the purpose of acquiring or merging with a target business. The company has not yet acquired or merged with a target business and, therefore, does not have any revenue streams.

Estimated Annual Revenue

Since Zalatoris II Acquisition Corp. has not yet acquired or merged with a target business, it does not have any estimated annual revenue.

Additional Information

SPACs are formed with the intention of raising capital through an initial public offering (IPO) and then using those funds to acquire or merge with a target business. The target business is typically not identified at the time of the SPAC's IPO. Once a target business is identified, the SPAC will typically vote to approve the acquisition or merger. If the acquisition or merger is approved, the SPAC will acquire the target business and the target business will become a wholly-owned subsidiary of the SPAC.

Key Partners of Zalatoris II Acquisition Corp.

Zalatoris II Acquisition Corp. (ZLII) is a special purpose acquisition company (SPAC) that has merged with the software company Anterra Capital. Anterra Capital is a leading provider of private equity and venture capital solutions to technology and technology-enabled businesses.

Key Partners

• Anterra Capital (https://anterracapital.com/)

Website

• https://anterracapital.com/

Additional Information

Anterra Capital is a global investment firm with over $1 billion in assets under management. The firm has a team of experienced investment professionals with a deep understanding of the technology sector. Anterra Capital has a proven track record of investing in successful technology companies, including software, data, and analytics businesses.

The merger between Zalatoris II Acquisition Corp. and Anterra Capital was completed in March 2023. The combined company is now known as Anterra Capital Acquisition Corp. (ANAC). ANAC is a publicly traded company listed on the Nasdaq stock exchange.

The key partnership between Zalatoris II Acquisition Corp. and Anterra Capital has enabled Anterra Capital to access the public markets and raise capital to pursue its investment strategy. ANAC is now well-positioned to continue investing in high-growth technology companies.

Key Cost Structure of Zalatoris II Acquisition Corp

Estimated Annual Cost

Salaries and Benefits:

• Officers and Employees: $2.5 million

Professional Fees:

• Legal Fees: $1.5 million
• Accounting Fees: $500,000
• Investment Banking Fees: $750,000

General and Administrative Expenses:

• Office Rent: $150,000
• Travel and Entertainment: $200,000
• Advertising and Marketing: $100,000
• Insurance: $50,000
• Other Expenses: $100,000

Directors and Committees:

• Directors' Fees: $300,000
• Committee Fees: $100,000

Public Company Costs:

• SEC Filing Fees: $100,000
• Stock Exchange Fees: $50,000
• Investor Relations: $100,000

Total Estimated Annual Cost: Approximately $6.2 million

Additional Notes:

• These costs are estimates and may vary depending on various factors, such as the size of the company, the complexity of its transactions, and the regulatory environment.
• The company may incur additional costs related to its business combination transaction, such as legal, accounting, and financial advisory fees.
• The company may also incur costs associated with its search for a target business, such as due diligence expenses and acquisition-related legal fees.
• These costs are generally paid from the company's net asset value (NAV), which consists primarily of proceeds from its initial public offering (IPO).
• The company's NAV will decrease as it incurs expenses, and this may impact the value of the shares held by its investors.

Sales Channels

Zalatoris II Acquisition Corp. is a special purpose acquisition company, or SPAC, that raised $230 million in its initial public offering in September 2021. The company has not yet announced any specific sales channels or products, as it is still searching for a target company to acquire.

Estimated Annual Sales

Since Zalatoris II Acquisition Corp. has not yet acquired a target company, it does not have any estimated annual sales.

Additional Information

• Zalatoris II Acquisition Corp. is led by CEO and Chairman Richard T. Handler and President and CFO Scott Bommer.
• The company is based in New York City.
• Zalatoris II Acquisition Corp. has a two-year deadline to find a target company to acquire.
• If Zalatoris II Acquisition Corp. does not find a target company within two years, it will be liquidated and the proceeds will be returned to investors.

Customer Segments of Zalatoris II Acquisition Corp

Zalatoris II Acquisition Corp. (ZACA) is a special purpose acquisition company (SPAC) that has not yet completed its initial public offering (IPO) or announced a target for its business combination. Therefore, it does not currently have any customer segments or estimated annual sales.

Once ZACA completes its IPO and announces a target for its business combination, it will need to file a Form 8-K with the Securities and Exchange Commission (SEC) that discloses information about its target's business, financial condition, and operations. This information will include details about the target's customer segments and estimated annual sales.

It is important to note that the customer segments and estimated annual sales of ZACA's target may change after the business combination is completed. This is because ZACA may make changes to the target's business or operations after the acquisition.

About Special Purpose Acquisition Companies (SPACs)

A SPAC is a shell company that raises money through an IPO with the purpose of acquiring an existing operating company. SPACs are often used by companies that want to go public but do not want to go through the traditional IPO process.

Once a SPAC raises money through an IPO, it has two years to find and acquire a target company. If the SPAC does not find a target within two years, it must return the money it raised to its investors.

If a SPAC finds a target, it must hold a shareholder vote to approve the acquisition. Once the acquisition is approved, the target company becomes a subsidiary of the SPAC. The SPAC then changes its name and ticker symbol to reflect the name of the target company.

SPACs can be a risky investment because investors do not know what company the SPAC will acquire. However, SPACs can also be a rewarding investment if the SPAC acquires a successful company.

Value Proposition of Zalatoris II Acquisition Corp

Zalatoris II Acquisition Corp. (ZACA) is a special purpose acquisition company (SPAC) that was formed for the purpose of acquiring or merging with one or more businesses. ZACA's value proposition to potential investors is based on the following key factors:

• Experienced management team: ZACA is led by a team of experienced executives with a track record of success in the technology industry. This team includes:

  • David Zalatoris, Chairman and CEO: Former CEO of Credit Karma and founder of Yahoo! Small Business
  • Gail Goodman, CFO: Former CFO of Credit Karma and Yahoo! Small Business
  • Roshan Patel, COO: Former COO of Credit Karma and Yahoo! Small Business

• Focus on high-growth technology companies: ZACA is targeting high-growth technology companies that are disrupting their respective industries. This focus will provide investors with exposure to the potential for significant returns on their investment.

• Significant financial resources: ZACA has raised $200 million in its initial public offering (IPO). This capital will allow ZACA to acquire a high-quality target company.

• Attractive valuation: ZACA's current market capitalization is approximately $250 million. This valuation is attractive relative to other SPACs and provides investors with the potential for significant upside.

Overall, ZACA's value proposition is based on its experienced management team, focus on high-growth technology companies, significant financial resources, and attractive valuation. These factors make ZACA an attractive investment opportunity for investors who are seeking exposure to the potential for high returns on their investment.

Additional Details:

• ZACA has a two-year deadline to complete an acquisition or merger. If ZACA is unable to complete an acquisition or merger within this time frame, it will be liquidated and the proceeds will be returned to investors.
• ZACA's management team has identified several potential target companies. However, no specific target company has been identified at this time.
• ZACA's shares are listed on the Nasdaq Stock Market under the symbol "ZACA".

Risks Associated with Zalatoris II Acquisition Corp.

Zalatoris II Acquisition Corp. (ZACA) is a special purpose acquisition company (SPAC) that was formed to acquire or merge with one or more businesses. As with all SPACs, there are a number of risks associated with investing in ZACA.

Investment Risks

• ZACA has not yet identified a target business. ZACA does not have any operations and has not yet identified a target business to acquire. There is no guarantee that ZACA will be able to identify and acquire a suitable target business. If ZACA is unable to acquire a target business, it will be liquidated and investors will lose their investment.
• ZACA's management team has limited experience. ZACA's management team has limited experience in operating a public company. There is no guarantee that the management team will be able to successfully lead ZACA through the acquisition process and beyond.
• ZACA's business plan is dependent on the target business. ZACA's business plan is entirely dependent on the target business that it acquires. There is no guarantee that the target business will be successful. If the target business is not successful, ZACA will likely not be successful either.

Financial Risks

• ZACA has negative cash flow. ZACA has negative cash flow and does not have any operations. ZACA will need to raise additional capital in order to fund its operations and acquire a target business. There is no guarantee that ZACA will be able to raise additional capital.
• ZACA's debt may be unsecured. ZACA may issue debt to finance its operations and acquire a target business. There is no guarantee that ZACA's debt will be secured. If ZACA's debt is unsecured, it will be at a higher risk of default.
• ZACA's financial performance may be volatile. ZACA's financial performance is likely to be volatile, especially in the early stages after it acquires a target business. There is no guarantee that ZACA will be able to achieve its financial goals.

Legal Risks

• ZACA is subject to SEC regulations. ZACA is subject to the Securities and Exchange Commission's (SEC) regulations. The SEC's regulations can be complex and burdensome. There is no guarantee that ZACA will be able to comply with the SEC's regulations.
• ZACA may be subject to litigation. ZACA may be subject to litigation from investors, creditors, or other parties. Litigation can be expensive and time-consuming. There is no guarantee that ZACA will be successful in any litigation.

Other Risks

• ZACA's stock price may be volatile. ZACA's stock price is likely to be volatile, especially in the early stages after it acquires a target business. There is no guarantee that ZACA's stock price will increase in value.
• ZACA may be delisted from the Nasdaq. ZACA may be delisted from the Nasdaq if it does not meet the Nasdaq's listing requirements. If ZACA is delisted, it will be more difficult for investors to trade ZACA's stock.