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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): October 5, 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:
| x | 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. |
On October 5, 2023, Zalatoris II Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued a press release announcing that $100,000 (the “Extension Payment”) was deposited into the trust account of the Company, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from October 3, 2023 to November 3, 2023 (the “Extension”). The Extension is the third of twelve one-month extensions permitted under the Company’s governing documents.
Previously, on August 3, 2023, the Company caused $100,000 to be deposited into the Company’s trust account to allow the Company to extend the period of time it had to consummate its initial business combination by one month from August 3, 2023, to September 3, 2023. Also, on September 5, 2023, the Company caused $100,000 to be deposited into the Company’s trust account to allow the Company to extend the period of time it had to consummate its initial business combination by one month from September 3, 2023, to October 3, 2023 (the “Prior Extensions”). The Prior Extensions were permitted under the Company’s governing documents.
A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.
| Item 9.01. | Exhibits. |
| Exhibit Number |
Description of Exhibit |
|
| 99.1 | Press Release dated October 5, 2023. | |
| 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: October 5, 2023 | By: | /s/ Paul Davis |
| Name: | Paul Davis | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Zalatoris II Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination
NEW YORK, NEW YORK, October 5, 2023 — On October 5, 2023, Zalatoris II Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued a press release announcing that $100,000 (the “Extension Payment”) was deposited into the trust account of the Company, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from October 3, 2023 to November 3, 2023 (the “Extension”). The Extension is the third of twelve one-month extensions permitted under the Company’s governing documents.
Previously, on August 3, 2023, the Company caused $100,000 to be deposited into the Company’s trust account to allow the Company to extend the period of time it had to consummate its initial business combination by one month from August 3, 2023, to September 3, 2023. Also, on September 5, 2023, the Company caused $100,000 to be deposited into the Company’s trust account to allow the Company to extend the period of time it had to consummate its initial business combination by one month from September 3, 2023, to October 3, 2023 (the “Prior Extensions”). The Prior Extensions were permitted under the Company’s governing documents.
About Zalatoris II Acquisition Corp.
Zalatoris II is a blank check company, incorporated as a Cayman Islands exempted company on March 11, 2021. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. The Company is led by its Chief Executive Officer, Paul Davis.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the Risk Factors section of the Company’s proxy statement filed on July 10, 2023 with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any statement is based.
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, our Broker Dealer, holds the distinction of being one of the oldest firms on the New York Stock Exchange (“NYSE”), with roots dating back to 1910. Throughout its history, it has consistently provided exceptional service to its family of listed companies, even in challenging market conditions.
While our Broker Dealer primarily focuses on NYSE activities, our 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. Our ultimate goal is to position these companies for a successful listing. Our core strength lies in our ability to recognize strategic private target companies and assist them in becoming publicly traded entities on prestigious exchanges such as the NYSE or NASDAQ.
PR Contact for Zalatoris II Acquisition Corp.
Email: pr@zalatorisac.com
Number: +1 (917) 675-3106