UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. Material Modification to Rights of Security Holders.
Amendment to Certificate of Incorporation
As described in Item 5.03 below, which description is incorporated herein by reference, the stockholders entitled to vote (the “Stockholders”) of Zalatoris Acquisition Corp., a Delaware corporation (the “Company”), approved the Charter Amendment at the Special Meeting and subsequently filed the Charter Amendment with the Secretary of State of the State of Delaware.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At a virtual special meeting of Stockholders pursuant to due notice held on January 12, 2024, at 10:00 a.m. ET (the “Special Meeting”), the Stockholders approved an amendment to its current certificate of incorporation (the “Charter Amendment”) at the Special Meeting, changing (A) the structure and cost of the Company’s right to extend the date (each such date, the “Deadline Date”) by which the Company must liquidate its trust account (the “Trust Account”) if the Company has not completed its initial business combination (the “business combination”; such proposal in (A), the “Extension Amendment Proposal”), and (B) the right of the holders of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” or “Founder Shares”) to convert such shares of Class B Common Stock into shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”), and (C) the right of the directors of the Company to take any action required to be taken at a meeting of the board of directors (the “Board”) or at a meeting of a committee thereof without holding such a meeting if a consent in writing, setting forth the actions to be taken, is signed by a majority of the Board or a majority of the members of any committee, as the case may be (the “Action by Written Consent Amendment Proposal” and, together with the Founder Share Amendment Proposal, the “Additional Charter Amendment Proposals”).
The Extension Amendment Proposal allows the Company to extend through November 14, 2024 (or until the business combination is consummated, if earlier) the Deadline Date, provided that by the 14th calendar day of each of such eleven months unless the Company’s initial business combination has been consummated earlier and in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of the business combination, J. Streicher Holdings, LLC, the Company’s sponsor, or its affiliates or permitted designees deposits into the Trust Account $100,000.
The Founder Share Amendment Proposal allows the holders of Class B Common Stock to convert their shares of Class B Common Stock into shares of Class A Common Stock, on a one-for-one basis, at any point in time prior to the completion of the business combination. Such conversions would give the Company further flexibility to complete the business combination.
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The Action by Written Consent Amendment Proposal allows the Board flexibility to act in furtherance of the business combination by allowing the Board to take any action required to be taken at a meeting of the Board or at a meeting of a committee thereof without holding such a meeting if a consent in writing, setting forth the actions to be taken, is signed by a majority of the Board or a majority of the members of any committee, as the case may be.
Following receipt of Stockholder’s approval of the Extension Amendment Proposal and the Additional Charter Amendment Proposals, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. The foregoing summary is qualified by the full text of the Charter Amendment, which is included as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 12, 2024, at 10:00 a.m. ET, the Company held the Special Meeting. On the record date of December 28, 2023, there were 6,343,742 shares of Class A Common Stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the Stockholders voted on two of the three proposals presented—the Extension Amendment Proposal and the Additional Charter Amendment Proposals, each as described in the definitive Proxy Statement on Schedule 14A dated January 3, 2024. The Stockholders cast their votes as described below:
Proposal 1 - Extension Amendment Proposal
The Stockholders approved the Extension Amendment Proposal, and the following is a tabulation of the voting results:
Common Stock:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 6,694,201 (93.4%) | 470,963 (6.6%) | - | - |
Proposal 2A – Founder Share Amendment Proposal
The Stockholders approved the Founder Share Proposal, and the following is a tabulation of the voting results:
Common Stock:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,165,163 (99.9%) | 1 (0.1%) | - | - |
Proposal 2B – Action by Written Consent Amendment Proposal
The Stockholders approved the Action by Written Consent Amendment Proposal, and the following is a tabulation of the voting results:
Common Stock:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 6,820,348 (95.9%) | 344,816 (4.1%) | - | - |
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Proposal 3 - Adjournment Proposal
The third proposal to adjourn the Special Meeting (the “Adjournment Proposal”) was not presented at the Special Meeting because the Extension Amendment Proposal and the Additional Charter Amendment Proposals each received sufficient favorable votes to be adopted.
Item 8.01. Other Events.
Redemption of Public Shares
In connection with the approval of the Extension Amendment Proposal, holders of 3,465,997 shares of the Company’s Class A Common Stock exercised their right to redeem those shares for cash at an approximate price of $10.67 per share, for an aggregate of approximately $37 million. Following the payment of the redemptions, the Trust Account will have a balance of approximately $31.75 million before the Extension Payment.
Extension Payment
On January 16, 2024, the Company deposited an aggregate of $100,000 (the “Extension Payment”) into the Trust Account, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from January 14, 2024 to February 14, 2024 (the “January Extension”). The January Extension is the first of up to eleven monthly extensions permitted under the Company’s Certificate of Incorporation, as amended by the Charter Amendment, as discussed in Items 5.03 and 5.07 of this report.
Additional Information and Where to Find It
The Company intends to file a registration statement on Form F-4 (as amended or supplemented from time to time, and including a proxy statement, the “Proxy/Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which Proxy/Registration Statement will be delivered to its stockholders once definitive. This document does not contain all the information that should be considered concerning the business combination and the other matters for stockholder approval (the “Stockholder Approval Matters”) and is not intended to form the basis of any investment decision or any other decision in respect of the business combination and the other Stockholder Approval Matters. The Company’s stockholders and other interested persons are advised to read, when available, the Proxy/Registration Statement and the amendments thereto and other documents filed in connection with the business combination and other Stockholder Approval Matters, as these materials will contain important information about the Company, AnyTech365, a company incorporated in Spain and registered at the Commercial Registry of Malaga under reference MA-122108 (the “Target”), the business combination and the other Stockholder Approval Matters. When available, the Proxy/Registration Statement and other relevant materials for the business combination and other Stockholder Approval Matters will be mailed to stockholders of the Company as of a record date to be established for voting on the business combination and the other Stockholder Approval Matters. Stockholders will also be able to obtain copies of the Proxy/Registration Statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Zalatoris Acquisition Corp., 99 Wall Street, Suite 5801, New York, New York 10005.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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Participants in Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the business combination and related matters. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s Registration Statement on Form S-1, as amended, which was initially filed with the SEC on March 8, 2021 and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Zalatoris Acquisition Corp., 99 Wall Street, Suite 5801, New York, New York 10005. Additional information regarding the interests of such participants will be contained in the Proxy/Registration Statement when available.
The Target and its directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the business combination and related matters. A list of the names of such parties and information regarding their interests in the business combination and related matters will be included in the Proxy/Registration Statement when available.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the Target’s industry and market sizes, future opportunities for the Company and the Target, the Company’s and the Target’s estimated future results and the transactions contemplated by the Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”), dated December 5, 2023, by and between the Company and the Target, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the transactions contemplated by the Business Combination Agreement. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously disclosed in the Company’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (i) the inability of the parties to successfully or timely consummate the business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of the Company or the Target is not obtained; (ii) the inability to complete a PIPE offering in connection with the business combination; (iii) the ability to maintain the listing of the Company’s securities on the New York Stock Exchange; (iv) the amount of redemption requests made by the Company’s stockholders; (v) failure to realize the anticipated benefits of the business combination; (vi) risk relating to the uncertainty of the projected financial information with respect to the Target; (vii) the Target’s exposure to litigation claims and other loss contingencies; (viii) the combined company’s ability to implement its business strategy; (ix) the combined company’s ability to maintain, protect, and enhance its brand and protect its intellectual property; (x) the combined company’s ability to accurately estimate user metrics and other estimates; (xi) changes in domestic and foreign business, market, financial, political and legal conditions; (xii) general economic conditions and other factors affecting consumer confidence, preferences, and behavior; (xiii) disruption and volatility in the global currency, capital, and credit markets; (xxix) changes in governmental regulation; (xiv) fluctuations in foreign currency; and (xv) changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks.
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Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about the Company and the Target or the date of such information in the case of information from persons other than the Company or the Target, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding the Target’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected, and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Item 9.01. Exhibits.
|
Exhibit |
Description of Exhibit | |
| 10.1 | Amendment to the Amended and Restated Certificate of Incorporation dated January 16, 2024. | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included 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: January 16, 2024 | By: | /s/ Paul Davis |
| Paul Davis | ||
| Chief Executive Officer | ||
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Exhibit 10.1
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ZALATORIS ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
ZALATORIS ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is Zalatoris Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 1, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 9, 2021, amended on June 12, 2023 by that certain Amendment to the Amended and Restated Certificate of Incorporation, and was further amended on December 7, 2023 (as may be amended, the “Amended and Restated Certificate of Incorporation”). |
| 2. | This Third Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by: (i) the affirmative vote of both (x) a majority of the holders of outstanding Common Stock voting together as a single class and (y) a majority of the outstanding Class B Common Stock voting as a separate class, entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), (ii) the affirmative vote of the majority of the votes cast by stockholders represented online or by proxy at the Special Meeting, and (iii) the affirmative vote of the majority of the holders of Class B Common Stock, voting separately as a single class, as required by the Amended and Restated Certificate of Incorporation. |
| 4. |
Section 4.3(b)(i) is hereby deleted in its entirety and replaced as follows:
(b) Class B Common Stock.
(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) at the election of the holder of such Class B Common Stock at any time prior to the closing of the Proposed Business Combination or otherwise automatically on the closing of the Proposed Business Combination. |
| 5. |
A new Section 5.6 is hereby added and shall read as follows:
Section 5.6 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the Corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the directors, or a majority of the members of the committee, as the case may be. Such consent shall have the same legal effect as a vote of the majority the directors or members of the committee. |
| 6. | Section 9.1(c) is hereby added to Article IX as follows: |
| (c) | In the event that the Corporation has not consummated an initial Business Combination within 24 months from the date of the closing of the Offering, upon the Sponsor’s request, the Corporation may extend the period of time to consummate a Business Combination by an additional eleven months in a series of eleven (11) one-month extensions, provided that (i) the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account $100,000 for each such one-month extension commencing January 14, 2024 until November 14, 2024 unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account and used to fund the redemption of the Offering Shares in accordance with Section 9.2. |
IN WITNESS WHEREOF, Zalatoris Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 16 day of January, 2024.
| ZALATORIS ACQUISITION CORP. | ||
| By: | ||
| Name: | Paul Davis | |
| Title: | Chief Executive Officer | |