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):
March 15, 2024
Zalatoris II Acquisition Corp
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-901886 |
|
86-1837862 |
(Commission File Number) |
|
(IRS Employer
Identification No.) |
99 Wall Street
Suite 5801
New York, New York 10005
(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 5.02 Departure of Directors or Certain Officers;
Appointment of Certain Officers, Compensatory Arrangements of Certain Officers
Change in Company Officers and Directors
In early March of 2024, Paul Davis
presented to the then current members of the board of directors (the “Former Board”) of Zalatoris II Acquisition
Corp, a Nasdaq-listed exempted company formed in the Cayman Islands (the “Company”) a resignation letter resigning
from his position as Chief Executive Officer and as a member of the Former Board (the “CEO Resignation”).
On March 15, 2024, the Former Board
appointed Llewellyn Farquharson, the then Chief Financial Officer of the Company, as Chief Executive Officer and director of the Company,
in order to fill the vacancy created by the CEO Resignation (the “Interim CEO Appointment”). Also on March 15,
2024, to fill the vacancy in the Former Board created by the Interim CEO Appointment, the Former Board appointed Henry Bruce as Chief
Financial Officer and director of the Company.
In mid-March of 2024, Llewellyn Farquharson
was terminated from his position as an independent director of the Company (“Mr. Farquharson’s Termination”).
On April 12, 2024, the board of directors
(the “Board”) of the Company held a special meeting (the “Meeting”) during which the
Board ratified Mr. Farquharson’s Termination and appointed Spyridon Bonatsos as Chief Executive Officer and director of the Company,
in order to fill the vacancy created by Mr. Farquharson’s Termination.
As a result of the above-mentioned
resignations and appointments, the Board and the Executive Officers of the Company shall consist of solely the following persons:
Chief Executive Officer and Director |
Spyridon Bonatsos |
Chief Financial Officer and Director |
Henry Bruce |
Independent Director |
Demetris Demetriou |
Independent Director |
Adeel Rouf |
Independent Director |
Vik Mittal |
The following sets forth certain information
concerning each of the new appointees’ past employment history, directorships held in public companies, if any, and, for directors,
their qualifications for service on the Board.
Henry Bruce
Mr. Bruce is a finance professional
with over twenty years of commercial experience. In his prior roles, he has successfully completed many acquisitions, including joint
ventures. Since December 2017, he has been the Vice President of Finance of The St. James, a private equity funded sports and wellness
start up headquartered in Springfield, Virginia. He was previously a President and General Manager of Oldcastle Inn. (“Oldcastle”),
a subsidiary of multinational construction company CRH PLC (NYSE: CRH), from January 2007 to November 2017. Mr. Bruce also served as Chief
Financial Officer of Oldcastle Paving Architectural Products’ Northeast Region from 2002 to the end of 2006 and as Assistant Vice
President of Development from 1999 to 2022. Mr. Bruce is admitted to the Irish Institute of Chartered Accountants. Mr. Bruce graduated
from the University College of Dublin with a B.A. degree in Economics and a Diploma in Business Studies in Banking and Finance.
Spyridon Bonatsos
Dr. Bonatsos is a seasoned executive with extensive
leadership experience in the construction and manufacturing industries, currently serving as Chief Executive Officer of Atlas Panton Ltd
and its subsidiaries ("Atlas") since January 2024. Atlas is recognized as a leader in the construction sector. He previously
served as the Chief Operating Officer of Atlas from March 2021 to December 2023. Dr. Bonatsos continues to serve as a member of the board
of Atlas (since March 2021). His leadership philosophy emphasizes inclusivity and forward-thinking, cultivating a culture of high performance
and adaptability. He seeks to prioritize compliance and ethical standards, strengthening customer, employee, and stakeholder trust. Dr.
Bonatsos brings a wealth of experience in manufacturing, supply chain, and logistics management, particularly within a mergers and acquisitions
framework. He successfully directed the supply chain integration during the strategic merger of Cyprus's largest dairies under the Vivartia
Group (Greece), creating a streamlined operational system that significantly enhanced efficiency and expanded market presence. Before
his appointment to the board of directors at Atlas, Dr. Bonatsos led the company’s international business development and its international
operations and logistics from August 2014 to February 2021. Prior to August 2014, he was responsible for overseeing all manufacturing
activities and managing multiple production facilities, consistently improving process efficiencies and production output. Dr Bonatsos
holds a Ph.D. in Management Sciences from the University of Strasbourg, where he focused his research on the theory of constraints, operations
management and change management. He also holds a Master of Engineering and Technology Management from Washington State University and
an MBA from the Cyprus Institute of Marketing.
Committee Appointments
At the Meeting the Board confirmed and ratified the composition
of each of the Audit Committee, the Compensation Committee, and Nominating and Corporate Governance Committee, which were not affected
by the new appointments and resignations, and are as follows:
Audit Committee |
Demetris Demetriou
Adeel Rouf
Vik Mittal |
Compensation Committee |
Demetris Demetriou
Adeel Rouf
Vik Mittal |
Nominating and Corporate Governance Committee |
Demetris Demetriou
Adeel Rouf
Vik Mittal |
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: April 17, 2024 |
By: |
/s/ Spyridon Bonatsos |
|
|
Spyridon Bonatsos |
|
|
Chief Executive Officer |
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