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): ~~April~~August 1619, 2024

Zalatoris Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

Delaware		001-901886		86-1837862
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(State or other jurisdiction of incorporation)

001-901886		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 share of Class A Common Stock and one Redeemable Warrant	TCOA.U	New York Stock Exchange
Class A Common Stock, $0.0001 par value per share	TCOA	New York Stock Exchange
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~April~~August 116, 2024, the New York Stock Exchange (“NYSE”) notified Zalatoris Acquisition Corp.~~, a~~ ~~Delaware corporation~~ (the “Company”), ~~filed~~that ~~with~~NYSE ~~the~~would ~~Securities~~issue a ~~and~~press ~~Exchange~~release ~~Commission~~ (the “~~SEC~~Press Release”) stating that the staff of NYSE Regulation has determined to commence proceedings ~~filed~~to adelist ~~Notification~~the securities of ~~Late~~the ~~Filing~~Company onfrom ~~Form~~the ~~12b-25~~NYSE (pursuant to Section 802.02 of the ~~“NT~~NYSE ~~10-K”)~~Listed ~~providing~~Company ~~notice~~Manual ~~that~~because itthe Company was unable, ~~without unreasonable~~to ~~effort~~demonstrate orthat ~~expense,~~it had regained compliance with the requirement to ~~file~~maintain ~~its~~a ~~Annual~~minimum ~~Report~~of on300 ~~Form~~public ~~10-K~~stockholders ~~for~~as required by Section 802.01B of the ~~fourth~~NYSE ~~quarter~~Listed ~~and~~Company ~~fiscal~~Manual ~~year~~by ~~ended~~the ~~December~~end ~~31,~~of ~~2023~~the maximum 18-month compliance plan period. The Company has a right to a review of this determination by a Committee of the Board of Directors of the Exchange (the “~~2023~~Committee”). The ~~Form~~NYSE ~~10-K”~~will announce a suspension date at such time as i) the Company does not request a review by the ~~prescribed~~Committee ~~due~~within ~~date~~10 ~~because~~business days of this notice, ii) the Company ~~needed~~determines ~~additional~~that ~~time~~it does not intend to ~~complete~~appeal, iii) the ~~financial~~ ~~statements~~subsequent ~~for~~review of the ~~fourth~~Committee ~~quarter~~determines that ~~and~~the ~~fiscal~~Company ~~year~~should ~~ended~~be ~~December~~suspended, 31or iv) there are other material developments. After the suspension announcement, ~~2023~~the NYSE would then apply to the Securities and Exchange Commission (the “~~Financial Statements~~SEC”)~~, and~~ to delist the Company’s ~~independent~~securities. ~~registered~~The foregoing ~~public~~description ~~accounting~~is ~~firm~~qualified ~~would~~in ~~also~~its beentirety ~~needing~~by ~~additional~~reference ~~time~~ to ~~complete~~the ~~its~~press ~~review~~release, ~~and audit~~attached ofas ~~the~~Exhibit ~~Financial~~99.1 ~~Statements~~hereto and incorporated herein by reference.

On ~~April~~August 1619, 2024, ~~which~~NYSE ~~was~~issued the ~~last~~Press ~~day~~Release, sent of the ~~fifteen-day~~ ~~grace~~delisting ~~period~~letter, the ~~SEC~~delisting ~~provides~~procedures ~~after~~and ~~filing~~ the NTpayment ~~10-K~~remittance information, and notified the Company ~~was~~that ~~unable~~it has until September 3, 2024, to ~~file~~appeal the ~~2023~~NYSE ~~Form~~decision. ~~10-K,~~Under ~~given~~NYSE delisting procedures that the ~~need for~~Company ~~additional~~received, ~~time~~the Company has a right to a ~~complete~~review ~~Financial~~of ~~Statements~~the ~~and~~determination ~~provide~~by a Committee of the ~~completed~~Board ~~2023~~of ~~Form~~Directors ~~10-K~~of tothe ~~its~~Exchange, ~~independent~~provided ~~auditors~~a sowritten ~~that~~request ~~they can~~for ~~complete~~such ~~their~~a review ~~and~~is filed ~~audit~~with the Corporate Secretary of the ~~Financial~~Exchange, ~~Statements~~Ms. OnMartha ~~April 17~~Redding, ~~2024~~11 Wall Street, ~~because~~19th ~~the~~Floor ~~Company~~New ~~failed~~York, toNY ~~timely~~10005, ~~file~~and ~~the~~e-mailed ~~2023~~to ~~Form 10~~NYSE-KDelistingAppeals@theice.com, itwithin ~~received~~ten abusiness ~~written~~days ~~notification~~after ~~letter~~receiving (the ~~“Letter”)~~notice. ~~from~~Such ~~NYSE~~written ~~Regulation~~request (must state with specificity the “grounds on which the Company intends to challenge NYSE~~”). The~~ ~~Letter~~Regulation’s ~~states~~decision, ~~that~~must ifindicate whether the Company ~~fails~~desires to ~~file~~make an oral presentation to the ~~2023~~Committee, ~~Form~~and ~~10-K~~must be accompanied or preceded by ~~2:30~~payment pmof ona ~~April~~non-refundable 22appeal fee in the amount of $20,000 ~~2024~~and (any outstanding listing fees. If the ~~“Deadline”)~~decision is not appealed, we expect the NYSE ~~will~~to ~~post~~file a Form 25 with the ~~Company~~SEC to delist the ~~late~~Company’s ~~filers~~securities. ~~list~~The onCompany ~~the~~thereafter ~~Listing~~would ~~Standards~~expect ~~Filing~~to ~~Status~~file ~~page~~a ~~pursuant~~Form 15 with the Commission to ~~Section~~terminate ~~802.01E~~the registration of its securities under the ~~Listed~~ ~~Company~~Securities ~~Manual~~Exchange Act of 1934, as amended. ~~The~~If delisted, the Company ~~anticipates~~intends ~~that~~to itcoordinate ~~will~~with ~~file~~a ~~the~~market maker ~~2023~~to ~~Form~~apply ~~10-K~~to bytrade over the ~~Deadline~~counter with Financial Industry Regulatory Authority (“FINRA”).

The ~~Letter~~following ~~has~~events noled ~~immediate~~up ~~effect~~to the Press Release and delisting letter. Previously, on June 16, 2024, the ~~listing~~Company submitted its Quarterly Update to NYSE, which included an overview, a ordescription ~~trading~~of the business combination agreement, the business combination timeline, the target’s profile, and a plan for compliance with the public holder requirement. On July 8, 2024, the Company’s counsel attended a conference call with NYSE regarding the broker that the Company would utilize to increase stockholders and submissible evidence of compliance. On July 10, 2024, the Company entered an engagement letter with a broker. On July 11, 2024, the Company’s ~~common~~counsel ~~stock~~sent onthe certified public holder list from the broker to NYSE. On July 12, 2024, NYSE arranged a call with the Company’s counsel, noting their concern as to whether the public holder list of stockholders would remain stockholders for an extended period of time for sustained compliance, and stating that NYSE would be checking over the coming weeks as part of their due diligence to see if the shares remain broadly distributed. On July 23, 2024, the Company’s counsel sent the share range analysis data received from Broadridge. On August 15, 2024, the Company’s counsel received a call from NYSE stating that they planned to proceed with delisting because, based on the data from Broadridge and Mediant, the number of public holders was currently low.

~~Item~~No ~~9.01.~~Offer ~~Financial~~or ~~Statements and Exhibits.~~Solicitation

Exhibit Number		Description of Exhibit
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

This Current Report on Form 8-K (this “Filing”) is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Company’s initial business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.

~~SIGNATURES~~Participants in Solicitation

~~Pursuant~~The toCompany ~~the~~and ~~requirements~~their respective directors and executive officers may be deemed participants in the solicitation of proxies from the ~~Securities~~Company’s ~~Exchange~~stockholders ~~Act~~in ofconnection ~~1934~~with the Company’s initial business combination. The Company’s stockholders and other interested persons may obtain, aswithout ~~amended~~charge, more detailed information regarding the directors and officers of the Company ~~has~~in ~~caused~~the ~~this~~Company’s ~~report~~Current toReport beon ~~signed~~Form 8-K filed with the SEC on ~~its~~April ~~behalf~~17, by2024). Information regarding the ~~undersigned~~persons ~~duly~~who may, under SEC rules, be deemed participants in the solicitation ~~authorized~~of ~~officer~~proxies to the Company’s stockholders in connection with the Company’s initial business combination may be set forth in a proxy statement. You may obtain free copies of these documents as described above.

	ZALATORIS ACQUISITION CORP.
Date: April 22, 2024	By:	/s/ Stephanos Papadopoulos
		Stephanos Papadopoulos
		Chief Executive Officer

Cautionary Statement Regarding Forward-Looking Statements

2This 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 same, 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, 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,” “would,” “should,” “believes,” “predicts,” “potential,” “might,” “continues,” “think,” “strategy,” “future,” and similar expressions, involve significant risks and uncertainties (many 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
99.1		Press Release dated August 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: August 23, 2024	By:	/s/ Stephanos Papadopoulos
		Stephanos Papadopoulos
		Chief Executive Officer

Filing Compare · Zalatoris Acquisition Corp.