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):
October 22, 2024
Zalatoris II Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of incorporation)
001-40686 |
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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 |
| * | As
previously disclosed, The Nasdaq Stock Market LLC delisted the registrant’s securities and suspended trading of the registrant’s
securities, effective at the open of business on August 8, 2024. |
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; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
Change in Company Officers and Directors
On October 22, 2024, Vikas Mittal presented to
the current members of the board of directors of Zalatoris II Acquisition Corp, a company formed in the Cayman Islands (the “Company”)
a resignation letter resigning from his position as member of the board of directors of the Company, effective at the close of business
on October 22, 2024.
The Company fully intends to appoint an additional
member of the board of directors.
Item 8.01. Other Events.
No Offer or Solicitation
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.
Participants in Solicitation
The Company and their respective directors and
executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders in connection with
the Company’s initial business combination. The Company’s shareholders and other interested persons may obtain, without charge,
more detailed information regarding the directors and officers of the Company in the Company’s Current Report on Form 8-K filed
with the SEC on April 17, 2024, and the Definitive Proxy on Schedule 14A filed with the SEC on December 8, 2023 (and approved on December
29, 2023, at the virtual annual meeting). Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to the Company’s shareholders in connection with the Company’s initial business combination may be set forth in
the Company’s filings with the SEC. You may obtain free copies of these documents as described above.
Cautionary Statement Regarding Forward-Looking
Statements
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 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,” “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 |
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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: October 28, 2024 |
By: |
/s/ Henry Bruce |
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Name: |
Henry Bruce |
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Title: |
Chief Financial Officer |
3
Zalatoris II Acquisition (CE) (USOTC:ZLSSF)
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