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.

Hearing

As previously disclosed, Zalatoris II Acquisition Corp, a Nasdaq-listed exempted company formed in the Cayman Islands (the "Company") attended The Nasdaq Stock Market LLC ("Nasdaq") hearing before the Nasdaq Hearings Panel (the "Panel") on May 28, 2024.

Hearing Decision

On June 13, 2024, the Company received a letter from Nasdaq (the "Hearing Decision") stating that, based on the information presented at the Hearing, the Panel granted the Company's request for a limited extension until June 30, 2024 to demonstrate that the Company has regained compliance with the following continued listing standards of the Nasdaq Capital Market: (a) the requirement to have at least 300 Public Holders set forth in Nasdaq Listing Rule 5550(a)(3) (the "Public Holder Requirement"), and (b) the requirement to timely file certain financial information set forth in Nasdaq Listing Rule 5250(c)(1) (the "Periodic Filing Requirement") with the Securities and Exchange Commission (the "SEC").

First Response

On June 26, 2024, the Company submitted a response (the "First Response") to the Hearing Decision stating that for the Public Holder Requirement, the Company engaged Benjamin Securities, Inc. ("Benjamin"), fully anticipates regaining compliance with such Public Holder Requirement prior to June 30, 2024, and will coordinate with Benjamin to provide evidence of these public holders. For the Periodic Filing Requirement, the Company requested that Nasdaq grant the Company (a) an extension of 45 calendar days to (i) complete the financial statements for the fourth quarter and fiscal year ended December 31, 2023 (the "2023 Financial Statements") and allow the Company's independent registered public accounting firm to review and audit the 2023 Financial Statements, and (ii) file with the SEC its Annual Report on Form 10-K for the fourth quarter and fiscal year ended December 31, 2023 (the "2023 Form 10-K") to regain compliance with Nasdaq Listing Rule 5250 for continued listing on Nasdaq; and (b) an extension of 75 calendar days to (i) complete the financial statements for the first quarter ending March 31, 2024 (the "Q1 2024 Financial Statements" and together with the 2023 Financial Statements, collectively, the "Financial Statements"), and allow the Company's independent registered public accounting firm to review and audit the Q1 2024 Financial Statements, and (ii) file with the SEC its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2024 (the "Q1 2024 Form 10-Q" and together with the 2023 Form 10-K, collectively, the "Filings") to regain compliance with Nasdaq Listing Rule 5250 for continued listing on Nasdaq (collectively, the "Extension Request").

The Company noted that, though the Panel has discretion for 360 days following the late periodic filing in accordance with Nasdaq Listing Rule 5815(c)(1)(F), the Company is currently requesting only the Extension Request. Additionally, Nasdaq Listing Rule 5815(c)(1)(F) states that the Panel will consider the Company's specific circumstances. The Company provided the following circumstances as reasoning for the Extension Request: (a) unforeseen delays in receiving awaited funding, which is expected to be forthcoming and is required to pay the service providers, including accountants and auditors prior to completion of these Filings, and upon receipt of funding will provide sufficient funding for upcoming filings, (b) the auditor's schedules, noting that the entire audit firm is out of office the week of July 1, 2024, and (c) the changes in the officers and directors (as previously disclosed by the Company pursuant to the Current Report on Form 8-K with the SEC on April 17, 2024, and discussed at the Hearing). The Filings will be made well within the 360 days following the first late periodic report that occurred on April 16, 2024. Prior to the Filings, the Company recalls receiving only one other deficiency notice regarding periodic filings since its formation in April 2021, whereby upon receiving such notice on August 22, 2023, the Company regained compliance by September 5, 2023. As further detailed below, the Company has provided supplemental disclosures to the market regarding these Filings.