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.

As previously disclosed, on July 16, 2024, Zalatoris II Acquisition Corp, a Nasdaq-listed exempted company formed in the Cayman Islands (the "Company") received a letter dated as of July 15, 2024 (the "Letter") from The Nasdaq Stock Market LLC ("Nasdaq"), stating that the Company has been notified by Staff that it has not paid certain fees required by Listing Rule 5250(f) (the "Rule"). Nasdaq's records indicated that the Company's past due fee balance currently totals $81,000 (the "Annual Fee").

On July 22, 2024, the Company presented its views with respect to this matter to the Nasdaq Hearings Panel in accordance with the Letter and in accordance with Listing Rule 5810(d). On July 23, 2024, the Company sent the Annual Fee, as previously planned.

On July 25, 2024, the Company received confirmation from Nasdaq of their receipt of the payment of the Annual Fee for compliance with this Rule. The Company intends to remain listed on Nasdaq.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K (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 Company, its initial business combination, and 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, including statements regarding the Company's continued listing on Nasdaq, 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," "should," "believes," "predicts," "potential," "might," "continues," "think," "strategy," "future," and similar expressions, involve significant risks and uncertainties (most 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.