Material Event - Form 8-K

Item 8.01 Other Events

On April 1, 2024, Zalatoris II Acquisition Corp, a Nasdaq-listed exempted company formed in the Cayman Islands (the "Company"), filed with the Securities and Exchange Commission (the "SEC") a Notification of Late Filing on Form 12b-25 (the "NT 10-K") providing notice that it was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fourth quarter and fiscal year ended December 31, 2023 (the "2023 Form 10-K") by the prescribed due date because the Company needed additional time to complete the financial statements for the fourth quarter and fiscal year ended December 31, 2023 (the "Financial Statements"), and the Company's independent registered public accounting firm would also be needing additional time to complete its review and audit of the Financial Statements.

On April 16, 2024, which was the last day of the fifteen-day grace period the SEC provides after filing the NT 10-K, the Company was unable to file the 2023 Form 10-K, given the need for additional time to complete Financial Statements and provide the completed 2023 Form 10-K to its independent auditors so that they can complete their review and audit of the Financial Statements. As previously disclosed, the Company anticipated receiving a notice of non-compliance from The Nasdaq Stock Market LLC ("Nasdaq").

On April 26, 2024, because the Company failed to timely file the 2023 Form 10-K, it received a written notification letter (the "Letter") from Nasdaq stating that a Company that receives a delist determination for delinquency can request an appeal to the Nasdaq Hearings Panel (the "Panel"), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company's securities for a period of 15 days from the date of the request. Since the Company is already before the Panel for its failure to comply with the minimum 300 public holders' requirement, the Company will have seven days, or until May 3, 2024 to request a stay of the suspension including an explanation of why an extended stay is appropriate, pending the Panel's decision. A Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable but in any event no later than 15 calendar days following the deadline to request a further stay. The Letter has no immediate effect on the listing or trading of the Company's common stock on Nasdaq.

The Company fully intends to request Nasdaq stay the suspension by May 3, 2024.