Form 425 - Prospectuses and communications, business combinations
22 May 2024 - 6:09AM
Edgar (US Regulatory)
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): May 20, 2024
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
(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 Class A Ordinary Share and one Redeemable Warrant |
|
ZLSWU |
|
The Nasdaq Stock Market
LLC |
Class A Ordinary Share,
$0.0001 par value per share |
|
ZLS |
|
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 |
|
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 ☒
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
May 15, 2024, Zalatoris II Acquisition Corp, a Nasdaq-listed exempted company formed in the Cayman Islands (the “Company”),
filed with the Securities and Exchange Commission (the “SEC”) a Notification of Late Filing on Form 12b-25
(the “NT 10-Q”) providing notice that it was 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”) by the prescribed
due date because the Company needed additional time to complete the financial statements for such period (the “Financial
Statements”), the Company’s independent registered public accounting firm would also need additional time to complete
its review and audit of the Financial Statements, and 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.
On
May 20, 2024, because the Company failed to timely file the Q1 2024 Form 10-Q, it received a written notification letter (the “Letter”)
from The Nasdaq Stock Market LLC (“Nasdaq”), stating that, since the Company is already before the Nasdaq Hearings
Panel (the “Panel”) (as previously disclosed), pursuant to Listing Rule 5810(d), the Company should present
its views with respect to this additional deficiency to the Panel at the hearing. The hearing is currently scheduled to be held on May
28, 2024. The Company fully intends to address this deficiency at the hearing.
The
Letter has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.
Item
9.01. Financial Statements and 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 caused this report to be signed on its behalf
by the undersigned duly authorized officer.
|
ZALATORIS II ACQUISITION CORP |
|
|
|
Date: May 20, 2024 |
By: |
/s/ Spyridon
Bonatsos |
|
|
Spyridon Bonatsos |
|
|
Chief Executive Officer |
2
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