true 0001846750 0001846750 2024-01-05 2024-01-05 0001846750 TCOA:UnitsEachConsistingOfOneClassOrdinaryMember 2024-01-05 2024-01-05 0001846750 TCOA:ClassOrdinaryShare0.0001ParValuePerMember 2024-01-05 2024-01-05 0001846750 TCOA:RedeemableWarrantsEachWarrantExercisableForOneClassOrdinaryShareAtExerciseMember 2024-01-05 2024-01-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

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 Corp.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-41143  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
Units, each consisting of one Class A Ordinary  TCOA.U  New York Stock Exchange Share and one Redeemable Warrant
Class A Ordinary Share, $0.0001 par value per  TCOA  New York Stock Exchange share
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise  TCOA WS  New York Stock Exchange price of $11.50 per share

 

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/A (the “Amended Form 8-K”) is being filed as an amendment to the Current Reports on Form 8-K filed by Zalatoris Acquisition Corp. (the “Company”) on January 5, 2024 and January 17, 2024 (the “Original Form 8-Ks”). The sole purpose of this Amended Form 8-K is to amend and replace certain information under Item 8.01 in the Current Report on Form 8-K filed on January 5, 2024, and Item 5.07 in the Current Report on Form 8-K filed on January 17, 2024, with the information set forth in this Amended Form 8-K. This Amended Form 8-K does not otherwise change or update the disclosures set forth in the Original Form 8-Ks and does not otherwise reflect events after the Original Form 8-Ks were filed.

 

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Item 8.01 Other Events

 

On January 5, 2024, the Company filed its Current Report on Form 8-K to disclose the redemption price related to the special meeting of the Company’s stockholders that was held on January 12, 2024 (the “Special Meeting”). This Amended Form 8-K is filed to resolve scriveners’ errors with regards to the redemption price reported therein. For avoidance of doubt, the approximate trust price per share to be paid from the trust account for redemptions is $10.79.

 

On January 17, 2024, the Company filed its Current Report on Form 8-K to disclose the results of the Special Meeting. This Amended Form 8-K is filed to correct and clarify the number of shares of Class A common stock outstanding and entitled to vote at the Special Meeting, which were 6,358,118. For avoidance of doubt, there are 2,892,121 shares of Class A common stock held by the Company’s public stockholders following redemptions.

 

Item 9.01. Exhibits.

 

Exhibit
Number		   Description of Exhibit
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document and excluded in Exhibit)

 

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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 CORP.
     
Date: February 13, 2024 By: /s/ Pantelis Dimitriou
    Pantelis Dimitriou
    Chief Financial Officer

 

 

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v3.24.0.1
Cover
Jan. 05, 2024
Document Type 8-K/A
Amendment Flag true
Amendment Description This Current Report on Form 8-K/A (the “Amended Form 8-K”) is being filed as an amendment to the Current Reports on Form 8-K filed by Zalatoris Acquisition Corp. (the “Company”) on January 5, 2024 and January 17, 2024 (the “Original Form 8-Ks”). The sole purpose of this Amended Form 8-K is to amend and replace certain information under Item 8.01 in the Current Report on Form 8-K filed on January 5, 2024, and Item 5.07 in the Current Report on Form 8-K filed on January 17, 2024, with the information set forth in this Amended Form 8-K. This Amended Form 8-K does not otherwise change or update the disclosures set forth in the Original Form 8-Ks and does not otherwise reflect events after the Original Form 8-Ks were filed.
Document Period End Date Jan. 05, 2024
Entity File Number 001-41143
Entity Registrant Name Zalatoris Acquisition Corp.
Entity Central Index Key 0001846750
Entity Tax Identification Number 86-1837862
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 99 Wall Street
Entity Address, Address Line Two Suite 5801
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10005
City Area Code 917
Local Phone Number 675-3106
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one Class A Ordinary  
Title of 12(b) Security Units, each consisting of one Class A Ordinary
Trading Symbol TCOA.U
Security Exchange Name NYSE
Class A Ordinary Share, $0.0001 par value per  
Title of 12(b) Security Class A Ordinary Share, $0.0001 par value per
Trading Symbol TCOA
Security Exchange Name NYSE
Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise  
Title of 12(b) Security Redeemable Warrants, each warrant exercisable for one Class A Ordinary Share at an exercise
Trading Symbol TCOA WS
Security Exchange Name NYSE
Zalatoris Acquisition (NYSE:TCOA)
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