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): September 16, 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.)

31 Hudson Yards, 11th Floor

New York, NY 10005

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 646-450-2536

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

*	As previously disclosed, The Nasdaq Stock Market LLC delisted the registrant’s securities and suspended trading of the registrant’s securities, effective at the open of business on August 8, 2024.

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.

Redemption of Shares

As previously disclosed, following the notice provided by the Definitive Proxy filed on Schedule 14A on July 15, 2024 (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”), at the Extraordinary General Meeting held on August 2, 2024 (the “Meeting”), the shareholders of the Company approved by special resolution the proposal (the “Extension Amendment Proposal”) for the Company to amend the Amended and Restated Memorandum and Articles of Association, as amended (the “Existing Charter”) of the Company (the “Extension Amendment”) to extend the current termination date of the Existing Charter by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as an “initial business combination”, or (ii) cease its operations if it fails to complete such initial business combination and redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering with such registration statement effective July 29, 2021 and consummated on August 3, 2021 (the “IPO”), from August 3, 2024 (the “Termination Date”) to August 3, 2025 (the “Extended Date”), in a series of up to twelve (12) one-month extensions (each, an “Extension”), unless the closing of the Company’s initial business combination shall have occurred; provided that (i) J. Streicher Holdings, LLC, a Delaware limited liability company, the Company’s sponsor (the “Sponsor”) (or its affiliates or permitted designees), will deposit into the Company’s trust account (“Trust Account”), the lesser of (x) $75,000 or (y) $0.025 per share for each public share outstanding as of the last day of the immediately preceding Extension for each such Extension, or the next business day if such last day is not a business day for each such one-month Extension ((x) or (y), as applicable, the “Extension Payment”), and (ii) the procedures relating to any such Extension, as set forth in the Investment Management Trust Agreement, dated as of July 29, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), shall have been complied with. In connection with voting on the Extension Amendment Proposal at the Meeting, holders of 5,932,780 Class A ordinary shares (the “Redeeming Shareholders”) exercised the right to redeem such shares for cash at an approximate price of $11.15 per share, for an aggregate of approximately $66,150,497.00 (the “Redemptions”). The Company currently plans to cause the past extension payments due for each extension from May-June, June-July and July-August of 2024 (“Extensions Due”), previously disclosed in the Proxy Statement, to be paid prior to instructing the Trustee to distribute the Redemptions from the Company’s Trust Account.

The Company’s Sponsor is securing funding to pay the Extensions Due into the Company’s Trust Account, and then the Company expects to pay the Redemptions to the Redeeming Shareholders within the next seven to ten business days.

The Company will provide an updated Current Report on Form 8-K for the final price per share and aggregate total of the Redemptions based on the Company’s Trust Account including the Extensions Due as of the record date. Following the payment of the Extensions Due and the payment to the Redeeming Shareholders of the consideration for the Redemptions, the Company will provide the updated Trust Account balance.

No Offer or Solicitation

This Current Report on Form 8-K (this “Filing”) is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Company’s initial business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.

Participants in Solicitation

The Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders in connection with the Company’s initial business combination. The Company’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s Current Report on Form 8-K filed with the SEC on April 17, 2024, and the Definitive Proxy on Schedule 14A filed with the SEC on December 8, 2023 (and approved on December 29, 2023, at the virtual annual meeting). Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders in connection with the Company’s initial business combination may be set forth in the Proxy Statement. You may obtain free copies of these documents as described above.

Cautionary Statement Regarding Forward-Looking Statements

This Filing is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the Company’s initial business combination and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this Filing. To the fullest extent permitted by law under no circumstances will the Company or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisors or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Filing, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. This Filing does not purport to be all-inclusive or to contain all the information that may be required to make a full analysis of the Extension Amendment Proposal, the Adjournment Proposal, the Company or its initial business combination. Readers of this Filing should each make their own evaluation of the same, of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This Filing contains certain “forward-looking statements” within the meaning of the federal securities laws, and the Company’s expectations, plans or forecasts of future events and views as of the date of this Filing. The Company anticipates that subsequent events and developments may cause the Company’s assessments to change. These forward-looking statements, which may include, without limitation, words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will”, “could,” “should,” “believes,” “predicts,” “potential,” “might,” “continues,” “think,” “strategy,” “future,” and similar expressions, involve significant risks and uncertainties (many of which factors are outside of the control of the Company). The foregoing must not be relied upon as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Forward-looking statements speak only as of the date they are made. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company currently believes are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. The Company anticipates that subsequent events and developments may cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. The Company gives no assurance that the Company will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements, and they should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Filing.

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.