Management Change/Compensation - Form 425

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.

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