Zalatoris II Acquisition : Failure to Satisfy Listing Rule - Form 8-K

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 27, 2023, Zalatoris II Acquisition Corp., a Cayman Islands limited liability company (NASDAQ: ZLS) (the "Company"), received a letter (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") stating that the Company has not complied with the requirements of Nasdaq Listing Rule 5550(a)(3) (the "Rule") for continued listing on Nasdaq. Under the Rule, the Company is required to maintain at least 300 public holders (the "Total Holder Requirement").

The Notice indicates that the Company has until November 13, 2023 to submit a plan (the "Compliance Plan") to regain compliance with the Rule. If Nasdaq accepts the Compliance Plan, the Company will have up to 180 calendar days from the date of the Notice to regain compliance. If Nasdaq does not accept the Compliance Plan, the Company may appeal the decision to a Nasdaq hearings panel. The Company intends to regain compliance with the Total Holder Requirement prior to November 13, 2023. However, there can be no assurance that the Company will ultimately be able to regain or maintain compliance with the Rule.

Forward Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including those under "Risk Factors" in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2023. Most of these factors are outside the Company's control and are difficult to predict. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.