TCOA Zalatoris Acquisition Corp. - 8-K

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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