Form 425 - Prospectuses and communications, business combinations
November 06 2023 - 4:23PM
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): November 6, 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 ☒
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
November 6, 2023, Zalatoris II Acquisition Corp., a Cayman Islands exempted company (the “Company”), caused $100,000 to be
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 November 3, 2023 to December 3, 2023 (the “Extension”). The Extension is the
fourth of twelve (12) 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. 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. Also, on October
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 October 3, 2023 to November 3, 2023 (the “Prior
Extensions”). The Prior Extensions were permitted under the Company’s governing documents.
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: November 6, 2023 |
By: |
/s/ Paul Davis |
|
Name: |
Paul Davis |
|
Title: |
Chief Executive Officer |
2
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