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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): January 19, 2024
Zalatoris Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-41143 |
|
86-1837862 |
(Commission File Number) |
|
(IRS Employer
Identification No.) |
99 Wall Street, Suite 5801,
New York, New York 10005
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (917) 675-3106
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 |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Units, each consisting of
one Class A Ordinary share and one Redeemable Warrant |
|
TCOA.U |
|
New York Stock Exchange |
Class A Ordinary Share, $0.0001
par value per share |
|
TCOA |
|
New York Stock Exchange |
Redeemable Warrants, each warrant exercisable
for one Class A Ordinary Share at an exercise price of $11.50 per share |
|
TCOA WS |
|
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
7.01. Regulation FD Disclosure.
As
previously reported, on September 8, 2023, Zalatoris Acquisition Corp., a Delaware corporation (the “Company”), entered
into a definitive Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) with Millymont
Limited, a private limited company incorporated in Ireland (“Holdco”), AnyTech365 Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of Holdco (“Merger Sub”), J. Streicher Technical Services, LLC, a Delaware limited liability
company (“J. Streicher”), Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered
at the Commercial Registry of Malaga under reference MA-122108 (the “Target”), Miguel Angel Casales Ruiz and Thomas
Marco Balsloev, as the Target’s representatives (the “Target’s Representatives”), and Jaleel Lewis, as
the Company’s representative (the “Company Representative”). The Company, Merger Sub, Holdco, J. Streicher,
Target, Target’s Representatives, and Company Representative are sometimes referred to herein individually as a “Party”
and, collectively as the “Parties.”
On
January 19, 2024, the Company issued a press release announcing the confidential submission of a draft registration statement on Form
F-4, including a preliminary proxy statement/prospectus (the “Registration Statement”) to the U.S. Securities and
Exchange Commission (the “SEC”) with respect to the Business Combination Agreement and the proposed business combination
(the “Transaction”). Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the Press
Release. Neither the information in this Item 7.01 nor Exhibit 99.1 is to be deemed filed for purposes of Section 18 of the Securities
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not
be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional
Information and Where to Find It
In
connection with the Transaction between the Parties, Holdco filed confidentially with the SEC a preliminary Registration Statement, which
will be delivered to the Company’s stockholders once definitive. This Current Report on Form 8-K does not contain all the information
that should be considered concerning the Transaction and the other matters for the Company’s stockholders’ approval in connection
with the Transaction (the “Stockholder Approval Matters”) and is not intended to form the basis of any investment
decision or any other decision in respect of the Transaction and the Stockholder Approval Matters. The Company’s stockholders and
other interested persons are advised to read, when available, the definitive Registration Statement and other documents filed in connection
with the Transaction and Stockholder Approval Matters, as these materials will contain important information about the Company, the Target,
the Transaction and the Stockholder Approval Matters. When available, the Registration Statement and other relevant materials for the
Transaction and Stockholder Approval Matters will be mailed to stockholders of the Company as of a record date to be established for
voting on the Transaction and the Stockholder Approval Matters. Stockholders will also be able to obtain copies of the Registration Statement
and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a
request to: Zalatoris Acquisition Corp., 99 Wall Street, Suite 5801, New York, NY 10005.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and is not intended
to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe
for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
Participants
in Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the Business Combination and related matters. A list of the names of those directors and executive officers and a description
of their interests in the Company is contained in the Company’s Registration Statement on Form S-1, as amended, which was initially
filed with the SEC on March 8, 2021 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request
to Zalatoris Acquisition Corp., 99 Wall Street, Suite 5801, New York, NY 10005. Additional information regarding the interests of such
participants will be contained in the Prospectus and Proxy Statement when available.
The
Target and its directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from
the Company’s stockholders in connection with the Business Combination and related matters. A list of the names of such parties
and information regarding their interests in the Business Combination and related matters will be included in the Prospectus and Proxy
Statement when available.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,”
“estimated,” “believe,” “intend,” “plan,” “projection,” “outlook”
or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the Target’s
industry and market sizes, future opportunities for the Company and the Target, the Company’s and the Target’s estimated
future results and the transactions contemplated by the Transaction, including the implied enterprise value and ownership structure and
the likelihood and ability of the parties to successfully consummate the Transaction. Such forward-looking statements are based upon
the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties
and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these forward-looking statements.
In
addition to factors previously disclosed in the Company’s reports filed with the SEC and those identified elsewhere in this communication,
the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results
or other expectations expressed in the forward-looking statements: (1) the risk that the Transaction may not be completed in a timely
manner or at all, which may adversely affect the price of the Company’s securities; (2) the risk that the Transaction may
not be completed by the Company’s deadline as set out in the Company’s charter and the potential failure to obtain an extension
of such deadline if sought by the Company; (3) the failure to satisfy the conditions to the consummation of the Transaction, including
the adoption of the Business Combination Agreement by the stockholders of the Company and the receipt of certain governmental and regulatory
approvals; (4) the lack of a third-party valuation in determining whether or not to pursue the Transaction; (5) the occurrence
of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (6) the
effect of the announcement or pendency of the Transaction on the Target’s business relationships, performance and business generally;
(7) risks that the Transaction disrupts current plans and operations of the Target; (8) the outcome of any legal proceedings that
may be instituted against the Target or the Company related to the Transaction; (9) the ability to maintain the listing of the Company’s
securities on the NYSE; (10) the price of the Company’s securities, including following the closing of the Transaction, may
be volatile due to a variety of factors, including changes in the competitive and regulated industries in which the Target operates,
variations in performance across competitors, changes in laws and regulations affecting the Target’s business and changes in the
capital structure; (11) the ability to implement business plans, forecasts, and other expectations after the completion of the Transaction
and to identify and realize additional opportunities; (12) the risk of downturns and the possibility of rapid change in the highly
competitive industry in which the Target operates, and the risk of changes in applicable law, rules, regulations and regulatory guidance
that could adversely impact the Target’s operations; (13) the risk that the Target and its current and future collaborators
are unable to successfully develop and commercialize the Target’s products or services, or experience significant delays in doing
so; (14) the risk that the Target may not achieve or sustain profitability; (15) the risk that the Target will need to raise
additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (16) the risk that
the Target experiences difficulties in managing its growth and expanding operations.
Actual
results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements
and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is
reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor
of future performance as projected financial information and other information are based on estimates and assumptions that are inherently
subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth
herein speaks only as of the date hereof in the case of information about the Company and the Target or the date of such information
in the case of information from persons other than the Company or the Target, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding
the Target’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts
and estimates will prove accurate in whole or in part. Annualized, pro forma, projected, and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results
Item
9.01. Financial Statements and Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
99.1 |
|
Press Release dated January 19, 2024 |
104 |
|
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.
|
ZALATORIS ACQUISITION CORP. |
|
|
|
Date: January 19, 2024 |
By: |
/s/ Paul Davis |
|
|
Paul Davis |
|
|
Chief Executive Officer |
4
Exhibit 99.1
Zalatoris Acquisition Corp
Announces Confidential Submission of Draft Registration Statement to the SEC for Proposed Business Combination with AnyTech365, an AI-powered
IT Security Company
NEW YORK, NY, January 19, 2024 (Newswire.com)
– Anteco Systems, S.L. (“AnyTech365”), a leader in AI-powered IT security, and Zalatoris Acquisition Corp. (the
“Company”) (NYSE: TCOA), a special purpose acquisition company, have submitted a confidential draft of Registration Statement
on Form F-4, including a preliminary proxy statement/prospectus (the “Registration Statement”), to the U.S. Securities and
Exchange Commission (the “SEC”) with respect to their previously announced business combination agreement (“Business
Combination Agreement”) and proposed business combination (the “Transaction”).
The Registration Statement contains a preliminary
proxy statement and prospectus in connection with the Business Combination Agreement and proposed business combination. While the Registration
Statement has not yet become effective and the information contained therein is subject to change, it provides important information about
AnyTech365, the Company, and the Transaction.
The Transaction is subject
to, among other things, approval by the Company’s stockholders, satisfaction of the conditions stated in the Business Combination
Agreement and other customary closing conditions, including the Registration Statement being declared effective by the SEC, the receipt
of certain regulatory approvals, and approval by the New York Stock Exchange (“NYSE”) to list the securities of
the combined company.
About AnyTech365
Founded in 2014 and headquartered in Marbella,
Spain, AnyTech365 is a leading European AI-powered IT Security company helping end users and small businesses have a worry-free experience
with all things tech. With approximately 280 employees and offices in Marbella and Torremolinos (Spain), Casablanca (Morocco), and San
Francisco (California, US), AnyTech365 offers an array of security, performance, threat prevention and optimization software and hardware.
AnyTech365’s flagship product is their unique
and groundbreaking AI-powered AnyTech365 IntelliGuard, which is the cornerstone and foundation within all products, services and plans.
AnyTech365 offers qualified technicians who are available 24/7, 365 days a year, providing fast, technical focused support for practically
any security, performance or optimization issues that users may experience with their PC, laptop, smartphone, wearable technology, smart
home devices or any Internet-connected device.
To learn more, visit www.anytech365.com.
About Zalatoris Acquisition Corp.
The Company is a blank check company, which was
formed to acquire one or more businesses and assets, via a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization.
The Company was formed to effect a business combination with middle market “enabling technology” businesses or assets with
a focus on eCommerce, FinTech, Big Data & Analytics and Robotic Process Automation.
About J. Streicher (Sponsor)
J. Streicher Holdings, LLC, though its subsidiaries
(“J. Streicher”), is a private and diverse US financial organization that is founded on tradition, personal relationships,
innovation, and steadfast principles. J. Streicher & Co. LLC, its broker dealer, holds the distinction of being one of the oldest
firms on the NYSE, with roots dating back to 1910. Throughout J. Streicher’s history, it has consistently provided exceptional service
to its family of listed companies, even in challenging market conditions.
While J. Streicher’s broker dealer primarily
focuses on NYSE activities, its international investment team specializes in identifying, investing in, and nurturing potential target
companies, guiding them through the complex process of transitioning into publicly traded entities. The ultimate goal is to position these
companies for a successful listing. J. Streicher's core strength lies in its ability to recognize strategic private target companies and
assist them in becoming publicly traded entities on prestigious exchanges such as the NYSE or NASDAQ.
Additional Information and Where to Find It
As discussed above, the Company filed confidentially
with the SEC a preliminary Registration Statement, which will be delivered to its stockholders once definitive. This document does not
contain all the information that should be considered concerning the proposed business combination and the other matters for the Company’s
stockholders’ approval in connection with the Transaction (the “Stockholder Approval Matters”) and is not intended to
form the basis of any investment decision or any other decision in respect of the proposed business combination and the other Stockholder
Approval Matters. The Company’s stockholders and other interested persons are advised to read, when available, the definitive Registration
Statement and other documents filed in connection with the proposed business combination and other Stockholder Approval Matters, as these
materials will contain important information about the Company, AnyTech365, the proposed business combination and the other Stockholder
Approval Matters. When available, the Registration Statement and other relevant materials for the proposed business combination and other
Stockholder Approval Matters will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed
business combination and the other Stockholder Approval Matters. Stockholders of the Company will also be able to obtain copies of the
Registration Statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov,
or by directing a request to: Zalatoris Acquisition Corp., 99 Wall Street, Suite 5801, New York, NY 10005.
Participants in Solicitation
The Company and its directors and executive
officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed
business combination and related matters. A list of the names of those directors and executive officers and a description of their interests
in the Company is contained in the Company’s Registration Statement on Form S-1, as amended, which was initially filed
with the SEC on March 8, 2021 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request
to Zalatoris Acquisition Corp., 99 Wall Street, Suite 5801, New York, NY 10005. Additional information regarding the interests of such
participants will be contained in the definitive Registration Statement when available.
AnyTech365 and its directors, managers,
and executive officers may also be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection
with the proposed business combination and related matters. A list of the names of such parties and information regarding their interests
in the proposed business combination and related matters will be included in the definitive Registration Statement when available.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited
to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified by words such as “will likely result,” “are expected
to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include,
but are not limited to, statements regarding AnyTech365’s industry and market sizes, future opportunities for the Company and AnyTech365,
the Company’s and AnyTech365’s estimated future results and the Transaction, including the implied enterprise value and ownership
structure and the likelihood and ability of the parties to successfully consummate the Transaction. Such forward-looking statements are
based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing
of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed
in the Company’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among
others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed
in the forward-looking statements: (1) the risk that the Transaction may not be completed in a timely manner or at all, which may
adversely affect the price of the Company’s securities; (2) the risk that the Transaction may not be completed by the Company’s
deadline in the Company’s charter and the potential failure to obtain an extension of such deadline if sought by the Company; (3) the
failure to satisfy the conditions to the consummation of the Transaction, including the adoption of the Business Combination Agreement
by the stockholders of the Company and the receipt of certain governmental and regulatory approvals; (4) the lack of a third-party
valuation in determining whether or not to pursue the Transaction; (5) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Business Combination Agreement; (6) the effect of the announcement or pendency of
the Transaction on AnyTech365’s business relationships, performance and business generally; (7) risks that the Transaction
disrupts current plans and operations of AnyTech365; (8) the outcome of any legal proceedings that may be instituted against AnyTech365
or the Company related to the Business Combination Agreement or the Transaction; (9) the ability to maintain the listing of the
Company’s securities on the NYSE; (10) the price of the Company’s securities, including following the closing of the
proposed business combination, may be volatile due to a variety of factors, including changes in the competitive and regulated industries
in which AnyTech365 operates, variations in performance across competitors, changes in laws and regulations affecting AnyTech365’s
business and changes in the capital structure; (11) the ability to implement business plans, forecasts, and other expectations after
the completion of the Transaction and to identify and realize additional opportunities; (12) the risk of downturns and the possibility
of rapid change in the highly competitive industry in which AnyTech365 operates, and the risk of changes in applicable law, rules, regulations
and regulatory guidance that could adversely impact AnyTech365’s operations; (13) the risk that AnyTech365 and its current
and future collaborators are unable to successfully develop and commercialize AnyTech365’s products or services, or experience
significant delays in doing so; (14) the risk that AnyTech365 may not achieve or sustain profitability; (15) the risk that
AnyTech365 will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;
and (16) the risk that AnyTech365 experiences difficulties in managing its growth and expanding operations.
Actual results, performance or achievements
may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to
any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and assumptions that are inherently subject to various significant
risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date
hereof in the case of information about the Company and AnyTech365 or the date of such information in the case of information from persons
other than the Company or AnyTech365, and we disclaim any intention or obligation to update any forward-looking statements as a result
of developments occurring after the date of this communication. Forecasts and estimates regarding AnyTech365’s industry and end
markets are based on sources we believe to be reliable; however, there can be no assurance these forecasts and estimates will prove accurate
in whole or in part. Annualized, pro forma, projected, and estimated numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results.
No Offer or Solicitation
This document is for informational
purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed business combination and is not intended to and shall not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation
of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Contacts
Investor Relations & Media Contacts:
Email: pr@zalatorisac.com
Number: +1 (917) 675-3106
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Zalatoris Acquisition (NYSE:TCOA)
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Zalatoris Acquisition (NYSE:TCOA)
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