Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
December 21 2023 - 8:47PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a party other than the Registrant ☐
Check
the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☒
Definitive Additional Materials
☐
Soliciting Material under § 240.14a-12
Zalatoris
Acquisition Corp.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check all boxes that apply):
☒
No fee required
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Zalatoris
Acquisition Corp.
99
Wall Street, Suite 5801
New
York, NY 10005
(917)
675-3106
SUPPLEMENT
TO
2023
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
DATED
DECEMBER 7, 2023
FOR
THE ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON DECEMBER 29, 2023
December
19, 2023
This
Supplement provides updated information with respect to the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of
Zalatoris Acquisition Corp. (the “Company”) to be held on December 29, 2023.
On
December 14, 2023, the Company commenced distribution of the Notice of Annual Meeting and Proxy Statement (the “Proxy Statement”)
for the Annual Meeting and notice of availability of the Proxy Statement. This Supplement should be read in conjunction with the
Proxy Statement.
Withdrawal
of Shareholder Proposal
The
Company has withdrawn Proposal 1: Founder Share Amendment Proposal (“Proposal 1”) and Proposal 2: Action by Written Consent
Amendment Proposal (“Proposal 2”; with Proposal 1, the “Withdrawn Proposals”). Therefore, the Withdrawn
Proposals will not be presented or voted upon at the Annual Meeting, no votes cast in regard the Withdrawn Proposals will be tabulated
or reported, nor will the Company’s public stockholders receive any redemption rights in regard to the Withdrawn Proposals.
While
the Company will not address the Withdrawn Proposals at the Annual Meeting, the Company expects that its stockholders will consider and
vote upon the Withdrawn Proposals at a special meeting to be scheduled in the first quarter of 2024.
Voting
Matters
Notwithstanding
the withdrawal of the Withdrawn Proposals, the proxy card and voting instruction forms distributed or presented online with the Proxy
Statement remain valid, and the Company will not distribute new voting instructions or proxy cards.
None
of the other agenda items presented in the Proxy Statement are affected by this Supplement, and shares represented by proxy cards or
voting instruction forms returned before the Annual Meeting will be voted with respect to all other matters properly brought before the
Annual Meeting as instructed on the proxy card or voting instruction form.
If
you have already returned your proxy card or voting instruction form, you do not need to take any action unless you wish to change your
vote. If you have not yet returned your proxy card or voting instruction form, please complete the proxy card or voting instruction
form, disregarding Proposal 1 and Proposal 2.
Information
on how to vote your shares, or change or revoke your prior vote or voting instruction, is available in the Proxy Statement.
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