Form 425 - Prospectuses and communications, business combinations
January 05 2024 - 5:20PM
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):
December 29, 2023
ZALATORIS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware |
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001-41143 |
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86-1837862 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
99 Wall Street, Suite 5801
New York, New York 10005
(Address of principal executive offices) (Zip Code)
(917) 675-3106
Registrant’s telephone number, including
area code
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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
|
Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Units, each consisting of Class A Common Stock and one-half of one redeemable Public Warrant |
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TCOA.U |
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New York Stock Exchange |
Class A Common Stock, $ 0.0001 par value per Share |
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TCOA |
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New York Stock Exchange |
Redeemable Public Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
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TCOA.WS |
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New York Stock Exchange |
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On December 29, 2023, Zalatoris
Acquisition Corp., a Delaware corporation (the “Company”), held a virtual annual meeting (the “Annual
Meeting”) of the Company’s shareholders pursuant to due notice in that certain Proxy Statement on Schedule 14(a)
filed on December 7, 2023, as amended (the “Proxy Statement”).
At the Annual Meeting, pursuant to the proposal
regarding the election of directors (the “Election of Directors Proposal”), the Shareholders elected the five
persons named in the Proxy Statement and whose names are included here as Exhibit 99, as directors of the Company for a three-year term
expiring in 2026 or until their successor has been duly elected and qualified or until their earlier resignation, removal or death.
Item
4.01. Changes in Registrant’s Certifying Accountant.
Ratification of Appointment of Auditor.
At the Annual Meeting, pursuant
to the proposal regarding the ratification of the appointment of an auditor (“Ratification of Auditor Proposal”),
the Shareholders voted to ratify the appointment of Marcum LLP as the company’s independent registered public accounting firm for
the year ending December 31, 2023.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On the record date of November
1, 2023, the Company had 6,358,118 shares of Zalatoris Class A Common Stock and 4,312,500 shares of Zalatoris Class B Common Stock outstanding
entitled to vote at the Annual Meeting. At the Annual Meeting, the Shareholders voted on two of the three proposals presented, as described
in the Proxy Statement as amended, and cast their votes as described below:
Proposal 1 – Election of Directors Proposal
The shareholders approved
the Election of Directors Proposal. The following is a tabulation of the voting results.
Common Stock:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
6,139,864 |
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2 |
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0 |
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0 |
Proposal 2 – Ratification of Auditor Proposal
The shareholders approved the Ratification of Auditor
Proposal. The following is a tabulation of the voting results.
Common Stock:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
6,139,864 |
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2 |
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0 |
|
0 |
Proposal 3 – Adjournment Proposal
Common Stock:
Votes For |
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Votes Against |
|
Abstentions |
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Broker Non-Votes |
6,139,864 |
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2 |
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0 |
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0 |
The third proposal to adjourn the Annual Meeting
(the “Adjournment Proposal”), was not presented at the Annual Meeting because the Election of Directors Proposal,
and the Ratification of Auditor Proposal received sufficient favorable votes to be adopted.
Item
9.01. Exhibits.
Exhibit Number |
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Description of Exhibit |
99 |
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List of Directors |
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 duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ZALATORIS ACQUISITION CORP. |
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Date: January 5, 2024 |
By: |
/s/ Paul Davis |
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Name: Paul Davis |
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Title: Chief Executive Officer |
3
Exhibit 99
Directors
Name |
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Age |
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Position and Class |
Paul Davis |
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42 |
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Chief Executive Officer and Director |
Pantelis Dimitriou |
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38 |
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Chief Financial Officer and Director |
Niall Ennis |
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54 |
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Director |
Adeel Rouf |
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32 |
|
Director |
Stephanos Papadopoulos |
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53 |
|
Director |
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