Form NT 10-Q/A - Notification of inability to timely file Form 10-Q or 10-QSB: [Amend]
21 Agosto 2023 - 10:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 12b-25/A
(Amendment No. 1)
NOTIFICATION OF LATE FILING
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¨ Form 10-K ¨
Form 20-F ¨ Form 11-K x Form 10-Q
¨ Form 10-D ¨ Form N-CEN
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Form N-CSR
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Commission File Number: 001-40686
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For Period Ended: June 30, 2023 |
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¨ Transition Report on Form 10-K |
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¨ Transition Report on Form 20-F |
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¨ Transition Report on Form 11-K |
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¨ Transition Report on Form 10-Q |
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¨ Transition Report on Form N-SAR |
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For the Transaction Period Ended: _______________ |
Read Instruction (on back page) Before
Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Zalatoris II Acquisition Corp.
Full Name of Registrant
Former Name if Applicable
55 West 46th Street, 30th Floor
Address of Principal Executive Office (Street and
Number)
New York, New York 10036
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
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(b) |
The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
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(c) |
The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
On August 14, 2023, Zalatoris II Acquisition
Corp. (the “Company”) filed a Notification on Form 12b-25 (the “Original Form 12b-25”)
reporting that it required additional time to complete the financial statements in its Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2023 (the “Q2 2023 Form 10-Q”).
As previously reported in a Current
Report on Form 8-K filed with the SEC on July 10, 2023, the Company entered into a Purchase and Sponsor Handover Agreement resulting in
certain changes in the Company’s board of directors and management (the “Sponsor Handover”).
The Company determined that due to
the timing of the Sponsor Handover and the initial auditor acceptance procedures, the completion of the financial statements could be
delayed. This further determination and related work and procedures resulted in the Company requiring additional time beyond the 5-day
period provided by Rule 12b-25 to complete the Q2 2023 Form 10-Q.
This amendment to the Original Form
12b-25 is being filed to report that the Company will not be filing the Q2 2023 Form 10-Q within the 5-day extension period provided by
the Original Form 12b-25. To date, for the reasons set forth above, the Company has been unable, without unreasonable effort or expense,
to complete the Q2 2023 Form 10-Q, and its independent auditors have been unable to complete the audit thereof. The Company is continuing
in its efforts to file the Q2 2023 Form 10-Q as soon as reasonably practicable.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Paul Davis |
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917 |
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675-3106 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify report(s). |
x
Yes ¨ No
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for
the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
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Yes x No
If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
Zalatoris II Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: |
August 21, 2023 |
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By: |
/s/ Paul Davis |
Grafico Azioni Zalatoris II Acquisition (NASDAQ:ZLSWU)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Zalatoris II Acquisition (NASDAQ:ZLSWU)
Storico
Da Set 2023 a Set 2024