UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered* | ||
| * | Registrant was suspended from trading on the New York Stock Exchange on September 5, 2024. |
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Emerging growth company
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 5, 2024, the New York Stock Exchange (the “NYSE”) notified Zalatoris Acquisition Corp. (the “Company”) that NYSE would issue a press release (the “Press Release”) stating that the staff of NYSE Regulation has determined to immediately suspend trading in the three securities enumerated below (the “Securities”) of the Company from the NYSE.
| Symbol | Description | |
| TCOA | Class A Common Stock, $0.0001 par value per share | |
| TCOA.U | Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |
| TCOA WS | Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
On September 6, 2024, the NYSE filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Company’s Securities. As previously disclosed, the Company intends to file a Form 15 with the SEC to terminate the registration of its Securities under the Securities Exchange Act of 1934, as amended.
As previously disclosed, on August 19, 2024, the NYSE announced that it was commencing proceedings to delist the Company. The Company had the right to request a review of this determination by a Committee of the Board of Directors of the NYSE. The Company did not appeal the delisting determination.
The Company intends to coordinate with a market maker to apply to trade over the counter with Financial Industry Regulatory Authority (“FINRA”).
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 stockholders in connection with the Company’s initial business combination. The Company’s stockholders 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). Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the Company’s initial business combination may be set forth in a proxy statement. You may obtain free copies of these documents as described above.
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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 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,” “would,” “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. Financial Statements and Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated September 5, 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 caused this report to be signed on its behalf by the undersigned duly authorized officer.
| ZALATORIS ACQUISITION CORP. | ||
| Date: September 13, 2024 | By: | /s/ Stephanos Papadopoulos |
| Stephanos Papadopoulos | ||
| Chief Executive Officer | ||
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Exhibit 99.1
NYSE to Suspend Trading in Zalatoris Acquisition Corp. (TCOA)
September 05, 2024 04:15 PM Eastern Daylight Time
NEW YORK--(BUSINESS WIRE)--The New York Stock Exchange LLC (“NYSE” or “Exchange”) announced today that the staff of NYSE Regulation has determined to immediately suspend trading in the three securities enumerated below (“Securities”) of Zalatoris Acquisition Corp. (the “Company”) from the NYSE.
| Symbol | Description | |
| TCOA | Class A Common Stock, $0.0001 par value per share | |
| TCOA.U | Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |
| TCOA WS | Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
On August 19, 2024, the NYSE announced that it was commencing proceedings to delist the Company. The Company had the right to request a review of this determination by a Committee of the Board of Directors of the Exchange. The Company confirmed to the NYSE that it will not exercise that right. Accordingly, the NYSE will now suspend trading in the Securities and will file a delisting application with the Securities and Exchange Commission.
Contacts
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