Material Event - Form 8-K

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") filed 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 a result of this failure to timely file the 2023 Form 10-K, the Company anticipates that it will receive a corresponding notice of non-compliance from The Nasdaq Stock Market LLC ("Nasdaq"). The Company anticipates that the notice from Nasdaq will have a grace period within which to file the 2023 Form 10-K and regain compliance with the Nasdaq Listing Rules and that the Company will file the 2023 Form 10-K within the grace period.