Material Event - Form 425

Item 8.01. Other Events.

Change to Proxy Statement for Extraordinary General Meeting of Shareholders to be held on July 31, 2024.

On July 15, 2024, Zalatoris II Acquisition Corp (the "Company") filed with the United States Securities and Exchange Commission (the "SEC") a definitive proxy statement on Schedule 14A, as amended hereby (the "Proxy Statement") with respect to its extraordinary general meeting of shareholders to be held on July 31, 2024 at 10:00 a.m. EST (the "Meeting"), as a virtual meeting, to vote upon the proposals detailed in the Proxy Statement, including the Extension Amendment Proposal and the Adjournment Proposal. All terms not defined herein are otherwise defined in the Proxy Statement.

The Proxy Statement stated "The approximate redemption price per share to be paid for redemptions is $11.09 per share, (the "Redemption Price")", which was based on 6,470,540 Class A Ordinary Shares and $71,763,780.48 estimated by the Company to be in the Trust Account as of the record date. The Company's trustee has since confirmed the amount of $72,152,509.87 to be in the Company's Trust Account as its liquidation value as of the record date, which results in a Redemption Price of approximately $11.15. Thus, the Company desires to amend the definition of Redemption Price each place referenced in the Proxy Statement as follows: "The approximate redemption price per share to be paid for redemptions is $11.15 per share (the "Redemption Price")", and to amend the amount of "$11.09" each place referenced to reflect "$11.15".

Additional Information and Where to Find It

This Form 8-K and written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) and pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) (collectively, this "Filing") is filed by the Company pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. This Filing is provided for informational purposes only, has been prepared to assist interested parties in making their own evaluation with respect to the Extension Amendment Proposal, the Adjournment Proposal, the Company and the Business Combination, and does not purport to be all-inclusive or to contain all the information that may be required to make a full analysis of the same. In connection with the Business Combination, the Company plans to file relevant materials with the SEC, including a registration statement on Form F-4, which will include a proxy statement/prospectus of the Company. The Proxy Statement referenced above has also been filed.

The Company urges its investors, shareholders, and other interested persons to read, the relevant materials filed with the SEC, including but not limited to the Proxy Statement, Current Reports, Annual Reports, Quarterly Reports, and any documents incorporated by reference therein, because these documents contain important information about the Company and the Business Combination. The Proxy Statement and other relevant documents will be mailed to the shareholders of the Company as of July 9, 2024, and will contain important information about the Extension Amendment Proposal, Adjournment Proposal and related matters. Shareholders of the Company and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the Company's solicitation of proxies for the Meeting of shareholders to be held to approve the Extension Amendment Proposal and Adjournment Proposal. Shareholders will also be able to obtain copies of the preliminary proxy statement, the Proxy Statement, and other relevant materials in connection with the transaction without charge, once available, at the SEC's website at www.sec.gov or by directing a request to:

Advantage Proxy, Inc.

Telephone number: 206-870-8565 or 1-877-870-8565 (toll free)

Email: [email protected]

Mail: PO Box 10904, Yakima, WA 98909

You may also contact us at:

Zalatoris II Acquisition Corp

31 Hudson Yards, 11th Floor

New York, NY, 10005

646-450-2536

The information contained on, or that may be accessed through, the websites referenced in this Filing is not incorporated by reference into, and is not a part of, this Filing.

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