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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): September 8, 2023

 

 

Zalatoris II Acquisition Corp.

 

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands

(State or other jurisdiction of incorporation)

 

001-40686 N/A
(Commission
File Number)
(IRS Employer
Identification No.)

  

55 West 46th Street, 30th Floor

New York, New York 10036

 

Registrant’s telephone number, including area code (917) 675-3106

 

Not Applicable

(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-third of one redeemable warrant   ZLSWU     The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   ZLS     The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   ZLSWW     The Nasdaq Stock Market LLC

 

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  x

 

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 8.01. Other Events.

 

As previously disclosed, on August 22, 2023, Zalatoris II Acquisition Corp., a Cayman Islands limited liability company (NASDAQ: ZLS, ZLSWW, ZLSWU) (the “Company”), received a delinquency notification letter from the Listing Qualifications staff of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (the “Form 10-Q”).

 

On September 5, 2023, the Company filed the Form 10-Q. On September 8, 2023 the Company received a compliance letter from Nasdaq stating that the Company has regained compliance with the Rule and that Nasdaq considers the matter closed.

 

Item 9.01. Exhibits.

 

Exhibit
Number
  Description of Exhibit
     
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 duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  ZALATORIS II ACQUISITION CORP.
     
Date: September 14, 2023 By: /s/ Paul Davis
  Name: Paul Davis
  Title: Chief Executive Officer