Form 425 - Prospectuses and communications, business combinations

 

 

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): December 29, 2023

 

ZALATORIS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41143		86-1837862
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

99 Wall Street, Suite 5801

New York, New York 10005

(Address of principal executive offices) (Zip Code)

 

[phone]

Registrant’s telephone number, including area code

 

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 Class A Common Stock and one-half of one redeemable Public Warrant		TCOA.U		New York Stock Exchange
Class A Common Stock, $ 0.0001 par value per Share		TCOA		New York Stock Exchange
Redeemable Public Warrants, each 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 29, 2023, Zalatoris Acquisition Corp., a Delaware corporation (the “Company”), held a virtual annual meeting (the “Annual Meeting”) of the Company’s shareholders pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed on December 7, 2023, as amended (the “Proxy Statement”).

 

At the Annual Meeting, pursuant to the proposal regarding the election of directors (the “Election of Directors Proposal”), the Shareholders elected the five persons named in the Proxy Statement and whose names are included here as Exhibit 99, as directors of the Company for a three-year term expiring in 2026 or until their successor has been duly elected and qualified or until their earlier resignation, removal or death.

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

Ratification of Appointment of Auditor.

 

At the Annual Meeting, pursuant to the proposal regarding the ratification of the appointment of an auditor (“Ratification of Auditor Proposal”), the Shareholders voted to ratify the appointment of Marcum LLP as the company’s independent registered public accounting firm for the year ending December 31, 2023.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On the record date of November 1, 2023, the Company had 6,358,118 shares of Zalatoris Class A Common Stock and 4,312,500 shares of Zalatoris Class B Common Stock outstanding entitled to vote at the Annual Meeting. At the Annual Meeting, the Shareholders voted on two of the three proposals presented, as described in the Proxy Statement as amended, and cast their votes as described below:

 

Proposal 1 – Election of Directors Proposal

 

The shareholders approved the Election of Directors Proposal. The following is a tabulation of the voting results.

 

Common Stock:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,139,864		2		0		0

 

1

 

 

Proposal 2 – Ratification of Auditor Proposal

 

The shareholders approved the Ratification of Auditor Proposal. The following is a tabulation of the voting results.

 

Common Stock:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,139,864		2		0		0

 

Proposal 3 – Adjournment Proposal

 

Common Stock:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,139,864		2		0		0

 

The third proposal to adjourn the Annual Meeting (the “Adjournment Proposal”), was not presented at the Annual Meeting because the Election of Directors Proposal, and the Ratification of Auditor Proposal received sufficient favorable votes to be adopted.

 

Item 9.01. Exhibits.

 

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

 

2

 

 

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 ACQUISITION CORP.
Date: January 5, 2024	By:	/s/ Paul Davis
		Name: Paul Davis
		Title: Chief Executive Officer

 

 

3

 

Exhibit 99

 

Directors

 

Name		Age		Position and Class
Paul Davis		42		Chief Executive Officer and Director
Pantelis Dimitriou		38		Chief Financial Officer and Director
Niall Ennis		54		Director
Adeel Rouf		32		Director
Stephanos Papadopoulos		53		Director

 

---