Form 425 - Prospectuses and communications, business combinations
July 22 2024 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 16, 2024
Zalatoris II Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of incorporation)
001-40686 |
|
N/A |
(Commission File Number) |
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(IRS Employer
Identification No.) |
31 Hudson Yards, 11th Floor
New York, NY 10005
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: 646-450-2536
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Units, each consisting of one Class A Ordinary Share and one Redeemable Warrant |
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ZLSWU |
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The Nasdaq Stock Market LLC |
Class A Ordinary Share, $0.0001 par value per share |
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ZLS |
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The Nasdaq Stock Market LLC |
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
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ZLSWW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 – Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 16, 2024, Zalatoris II Acquisition Corp,
a Nasdaq-listed exempted company formed in the Cayman Islands (the “Company”) received a letter dated as of
July 15, 2024 (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”), stating
that the Company has been notified by Staff that it has not paid certain fees required by Listing Rule 5250(f) (the “Rule”).
Nasdaq’s records indicate that the Company’s past due fee balance currently totals $81,000 (the “Annual Fee”).
Accordingly, because the Company has not paid the Annual Fee as required by the Rule, this serves as an additional basis for delisting
the Company’s securities from Nasdaq. The Nasdaq Hearings Panel will consider such matter in their decision regarding the Company’s
continued listing on The Nasdaq Capital Market. Additionally, the Letter requires the Company to present its views with respect to this
matter to the Nasdaq Hearings Panel in writing no later than 5:00 p.m. on July 22, 2024 (the “Deadline”) in
accordance with Listing Rule 5810(d). Otherwise, the record will be closed.
The Company fully intends to respond to this matter
ahead of the Deadline and to pay the Annual Fee as soon as possible. The Company plans to send the payment for the Annual Fee by July
23, 2024.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (this “Filing”)
is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect
to the Company’s initial business combination and for no other purpose. No representations or warranties, express or implied are
given in, or in respect of, this Filing. To the fullest extent permitted by law under no circumstances will the Company or any of their
respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisors or agents be
responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Filing, its contents,
its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in
connection therewith. This Filing does not purport to be all-inclusive or to contain all the information that may be required to make
a full analysis of the Company or its initial business combination. Readers of this Filing should each make their own evaluation of the
Company, its initial business combination, and of the relevance and adequacy of the information and should make such other investigations
as they deem necessary. This Filing contains certain “forward-looking statements” within the meaning of the federal securities
laws, including statements regarding the Company’s continued listing on Nasdaq, and the Company’s expectations, plans or forecasts
of future events and views as of the date of this Filing. The Company anticipates that subsequent events and developments may cause the
Company’s assessments to change. These forward-looking statements, which may include, without limitation, words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will”, “could,” “should,” “believes,” “predicts,”
“potential,” “might,” “continues,” “think,” “strategy,” “future,”
and similar expressions, involve significant risks and uncertainties (most of which factors are outside of the control of the Company).
The foregoing must not be relied upon as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Forward-looking statements speak only
as of the date they are made. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that the Company currently believes are immaterial
that could also cause actual results to differ materially from those contained in the forward-looking statements. The Company anticipates
that subsequent events and developments may cause its assessments to change. However, while the Company may elect to update these forward-looking
statements at some point in the future, the Company specifically disclaims any obligation to do so. The Company gives no assurance that
the Company will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements, and they
should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number |
|
Description of Exhibit |
104 |
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Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Company has caused this report to be signed on its behalf by the undersigned duly
authorized officer.
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ZALATORIS II ACQUISITION CORP |
|
|
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Date: July 22, 2024 |
By: |
/s/ Spyridon Bonatsos |
|
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Spyridon Bonatsos |
|
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Chief Executive Officer |
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