Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
May 15 2024 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): |
☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☒ Form 10-Q |
☐ Form 10-D |
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☐ Form N-CEN |
☐ Form N-CSR |
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For Period Ended: March 31, 2024 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transaction Period Ended: ______________ |
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING
FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY
THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Zalatoris Acquisition Corp.
Full Name of Registrant
Former Name if Applicable
99 Wall Street, Suite 5801
Address of Principal Executive Office (Street and
Number)
New York, New York 10005
City, State and Zip Code
001-901886 |
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86-1837862 |
(Commission File Number) |
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(IRS Employer Identification No.) |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
☐ |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Zalatoris Acquisition Corp. (the “Company”)
has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the first quarter
ended March 31, 2024 (the “Q1 2024 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”)
by the prescribed due date because the Company is in the process of preparing the financial statements for the first quarter ended March
31, 2024, and will need additional time to complete such financial statements. The Company’s independent registered public accounting
firm will also need additional time to complete its review and audit of the financial statements for the first quarter ended March 31,
2024. The Company does not anticipate that it will finalize the financial statements and related information for inclusion in the Q1 2024
Form 10-Q in order to file its Q1 2024 Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act
of 1934, as amended, due to the Company’s continued efforts in connection with the preparation and filing of the 2023 Form 10-K
(as defined below).
The Company has been unable to file
with its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) with
the SEC within the prescribed time period without unreasonable effort or expense. Additional time is needed for the Company to compile
and analyze supporting documentation in order to complete the Form 10-K and in order to permit the Company’s independent registered
public accounting firm to complete its audits of the consolidated financial statements included in the Form 10-K. Additionally, as previously
disclosed by the Company pursuant to the Current Report on Form 8-K with the SEC on April 17, 2024, the composition of the Company’s
officers and board of directors have changed. The Company is continuing to work diligently to file its Form 10-K as soon as possible.
The Company does not anticipate any
material changes to its previously audited financial statements in the 2023 Form 10-K or the Q1 2024 Form 10-Q, nor does the Company expect
to report financial results for such periods that are materially different from the financial guidance range previously provided by the
Company.
PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to
this notification: |
Stephanos Papadopoulos |
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917 |
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675-3106 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) |
Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☐
Yes ☒ No
2023 Form 10-K |
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(3) |
Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
☐
Yes ☒ No |
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
Zalatoris Acquisition Corp.
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 15, 2024 |
By: |
/s/ Stephanos Papadopoulos |
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Name: |
Stephanos Papadopoulos |
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Title: |
Chief Executive Officer
(Principal Executive Officer) |
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INSTRUCTION: The form may be signed by an executive
officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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