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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): January 5, 2024

 

Zalatoris Acquisition Corporation

(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)

 

(917) 675-3106

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 one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant acquire one-tenth of one share of Class A common stock   TCOA.U   New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share, included as part of the Units   TCOA   New York Stock Exchange
Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units   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.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Current Report on Form 8-K (the “Amendment”) amends the Definitive Proxy for Zalatoris Acquisition Corporation, a Delaware corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on January 3, 2024 (the “Initial 14A”). This Amendment is solely for the purpose of correcting a typographical error in the Initial 14A to clarify the redemption date, which is January 10, 2024, and the redemption price, which shall be approximately $10.67, in connection with the same.

 

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Item 8.01. Other Events  

 

Amendment of Definitive Proxy

 

On January 3, 2024, the Company filed a definitive proxy on Schedule 14A with the SEC that contained a typographical error, which error is now being corrected. For the avoidance of doubt, the redemption date is January 10, 2024 and the redemption price is $10.67.

 

Forward-Looking Statements

 

Certain information contained in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We may in some cases use terms such as “predicts,” “believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements. Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes in circumstances, assumptions, and uncertainties. Any or all of the forward-looking statements may turn out to be wrong or be affected by assumptions we make that later turn out to be incorrect, or by known or unknown risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability to maintain compliance with the listing requirement of the New York Stock Exchange (“NYSE”) and the other risks set forth in our filings with the SEC, including in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. For all these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances unless required by law.

 

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 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 Corporation
     
Date: January 5, 2024 By:  /s/ Paul Davis
    Paul Davis
    Chief Executive Officer

  

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