TCOA Zalatoris Acquisition Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

ZALATORIS ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY COPY

Zalatoris Acquisition Corp.
99 Wall Street, Suite 5801
New York, New York 10005
(917) 675-3106

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 24, 2023

TO THE STOCKHOLDERS OF ZALATORIS ACQUISITION CORP.:

You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of Zalatoris Acquisition Corp., (“we,” “us,” “our,” “Zalatoris,” or the “Company”) to be held at [10:00 a.m.] Eastern Time on November 24, 2023.

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting [•]. If you plan to attend the virtual online Special Meeting, you will need your [16 digit] control number to vote electronically at the Special Meeting. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance from any location in the world.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.

The accompanying proxy statement, which we refer to as the “Proxy Statement,” is dated [•], 2023, and is first being mailed to stockholders of Zalatoris on or about [•], 2023. The sole purpose of the Special Meeting is:

•        The Charter Amendment Proposals.    to consider and vote upon as separate proposals the following material changes to Zalatoris’ existing certificate of incorporation dated as of February 1, 2021, as amended and restated on December 9, 2021 by that certain Amended and Restated Certificate of Incorporation and as further amended on June 12, 2023 by that certain Amendment to the Amended and Restated Certificate of Incorporation, as may be further amended (collectively, the “Existing Zalatoris Charter”):

(a)     The Founder Share Amendment — to provide for the right of the holders of Class B common stock of Zalatoris, par value $0.0001 per share (the “Zalatoris Class B Common Stock” or “Founder Shares”) to convert such shares of Zalatoris Class B Common Stock into shares of Class A common stock of Zalatoris, par value $0.0001 per share (“Zalatoris Class A Common Stock” and together with the Class B Common Stock, the “Zalatoris Common Stock”) on a one-to-one basis at the election of such holders (the “Founder Share Amendment”); and

(b)    Action by Written Consent Amendment — to provide for the right of the Directors of Zalatoris to take any action required to be taken at a meeting of the Board of Directors or at a meeting of a committee without holding such a meeting if a consent in writing, setting forth the actions to be taken, is signed by a majority of the Board of Directors or a majority of the members of the committee (the “Action by Written Consent Amendment” and, together with the Founder Share Amendment, the “Charter Amendment Proposals”).

•        The Adjournment Proposal.    to consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise (the “Adjournment Proposal”), only to be presented at the Special Meeting if there are not sufficient votes to approve the Charter Amendment Proposals.

Each of the Charter Amendment Proposals and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.

The purpose of the Founder Share Amendment is to allow the holders of Zalatoris Class B Common Stock to convert their shares of Zalatoris Class B Common Stock into shares of Zalatoris Class A Common Stock, on a one-for-one basis, at any point in time prior to the completion of the Business Combination (as defined below). Such conversions would give Zalatoris further flexibility to consummate the Business Combination pursuant to the Business Combination Agreement and Plan of Merger dated as of September 8, 2023 (the “Merger Agreement”), by and among (i) Zalatoris, (ii) Millymont Limited, a private limited company incorporated in Ireland under registered number 67446 (“Holdco”), (iii) AnyTech365 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), (iv) J. Streicher Technical Services, LLC, a Delaware limited liability company (“J. Streicher”) (v) Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered at the Commercial Registry of Malaga under reference MA-122108 (“Anytech” or “Target”), (vi) Miguel Ángel Casales Ruiz and Thomas Marco Balsloev, as the Target’s representatives (the “Target’s Representatives”), and Jaleel Lewis, as Zalatoris’ representative (the “Company Representative”). Zalatoris, Holdco, Merger Sub, J. Streicher, Target, Target’s Representatives, and Company Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Pursuant to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Zalatoris, with Zalatoris continuing as the surviving entity and wholly owned subsidiary of Holdco (the “Zalatoris Merger”) and subsequently, the Target will merger with and into Holdco, with Holdco continuing as the surviving entity (the “AnyTech Merger” and together with the Zalatoris Merger, the “Mergers”) The Mergers and other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination”.

Accordingly, the board of directors of Zalatoris (the “Board”) believes that in order to be able to consummate the Business Combination, J. Streicher Holdings, LLC, a Delaware limited liability company (the “Sponsor”), as holder of the Zalatoris Class B Common Stock will need to convert such Zalatoris Class B Common Stock to Zalatoris Class A Common Stock.

The Action by Written Consent Amendment aims to allow the Directors of Zalatoris the right to take any action required to be taken at a meeting of the Board of Directors or at a meeting of a committee without holding such a meeting if a consent in writing, setting forth the actions to be taken, is signed by a majority of the Board of Directors or a majority of the members of the committee.

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposals.

Approval of the Charter Amendment Proposals requires the affirmative vote of both (x) a majority of the holders of outstanding Zalatoris Common Stock voting together as a single class and (y) a majority of the outstanding Zalatoris Class B Common Stock voting as a separate class. Since the Class B Common Stock represents a majority of both the Class A Common Stock and the Class B Common Stock voting together as a single class and the Sponsor, which holds 2,592,898 shares of the Class B Common Stock, and all of our directors and officers are expected to vote any common stock over which they have voting control, we expect the Charter Amendment Proposals to be approved. Upon conversion of the Zalatoris Class B Common Stock to Zalatoris Class A Common Stock, such Zalatoris Class A Common Stock will not be entitled to receive funds from the Trust Account through redemptions or otherwise.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Zalatoris Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

Our Board has fixed the close of business on November 1, 2023 (the “Record Date”), as the date for determining the Zalatoris stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Zalatoris Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Charter Amendment Proposals or implement the changes proposed by the Charter Amendment Proposals without any further action by the stockholders of Zalatoris.

You are not being asked to vote on the Business Combination at this time. If the Charter Amendment Proposals are approved and the amendments implemented, provided that you are a stockholder on the Record Date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem all or a portion of your public shares for cash in the event the Business Combination is approved and completed, or if we have not consummated an initial business combination by the deadline.

After careful consideration of all relevant factors, the Board has determined that the Charter Amendment Proposals and, if presented, the Adjournment Proposal, are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Under Delaware law and the Company’s bylaws, no other business may be transacted at the Special Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Charter Amendment Proposals and the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Charter Amendment Proposals and an abstention will have the same effect as voting “AGAINST” the Charter Amendment Proposals.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on November 24, 2023: This notice of meeting and the accompanying Proxy Statement are available at [•].

PRELIMINARY COPY

Zalatoris Acquisition Corp.
99 Wall Street, Suite 5801
New York, New York 10005

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 24, 2023

PROXY STATEMENT

The special meeting (the “Special Meeting”) of stockholders of Zalatoris Acquisition Corp., a Delaware corporation, (“we,” “us,” “our,” “Zalatoris,” or the “Company”) will be held at [10:00 a.m.] Eastern Time on November 24, 2023 as a virtual meeting.

You will be able to attend, vote your shares, and submit questions during the Special Meeting via a live webcast available at [•]. If you plan to attend the virtual online Special Meeting, you will need your [16 digit control number] to vote electronically at the Special Meeting. The Special Meeting will be held for the sole purpose of considering and voting upon the following proposals:

•        The Charter Amendment Proposals.    A proposal to amend Zalatoris’s existing certificate of incorporation dated as of February 1, 2021, as amended and restated on December 9, 2021 by that certain Amended and Restated Certificate of Incorporation and as further amended on June 14, 2023 by that certain Amendment to the Amended and Restated Certificate of Incorporation, as may be further amended (collectively, the “Existing Zalatoris Charter”), to provide for:

(a)     the right of the holders of Class B common stock of Zalatoris, par value $0.0001 per share (the “Zalatoris Class B Common Stock” or “Founder Shares”) to convert such shares of Zalatoris Class B Common Stock into shares of Class A common stock of Zalatoris, par value $0.0001 per share (“Zalatoris Class A Common Stock” and together with the Class B Common Stock, the “Zalatoris Common Stock”) on a one-to-one basis at the election of such holders (the “Founder Share Amendment”); and

(b)    the right of the Directors of Zalatoris to take any action required to be taken at a meeting of the Board of Directors or at a meeting of a committee without holding such a meeting if a consent in writing, setting forth the actions to be taken, is signed by a majority of the Board of Directors or a majority of the members of the committee (the “Action by Written Consent Amendment” and, together with the Founder Share Amendment, the “Charter Amendment Proposals”).

•        The Adjournment Proposal.    A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise (the “Adjournment Proposal”), only to be presented at the Special Meeting if there are not sufficient votes to approve the Charter Amendment Proposals.

The purpose of the Founder Shares Amendment is to allow the holders of Zalatoris Class B Common Stock to convert their shares of Zalatoris Class B Common Stock into shares of Zalatoris Class A Common Stock, on a one-for-one basis, at any point in time prior to the completion of the Business Combination (as defined below). Such conversions would give Zalatoris further flexibility to consummate the Business Combination pursuant to the Business Combination Agreement and Plan of Merger dated as of September 8, 2023 (the “Merger Agreement”), by and among (i) Zalatoris, (ii) Millymont Limited, a private limited company incorporated in Ireland under registered number 67446 (“Holdco”), (iii) AnyTech365 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), (iv) J. Streicher Technical Services, LLC, a Delaware limited liability company (“J. Streicher”) (v) Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered at the Commercial Registry of Malaga under reference MA-122108 (“Anytech” or “Target”), (vi) Miguel Ángel Casales Ruiz and Thomas Marco Balsloev, as the Target’s representatives (the “Target’s Representatives”), and Jaleel Lewis, as Zalatoris’ representative (the “Company Representative”). Zalatoris, Holdco, Merger Sub, J. Streicher, Target, Target’s Representatives, and Company Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Pursuant to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will

merge with and into Zalatoris, with Zalatoris continuing as the surviving entity and wholly owned subsidiary of Holdco (the “Zalatoris Merger”) and subsequently, the Target will merger with and into Holdco, with Holdco continuing as the surviving entity (the “AnyTech Merger” and together with the Zalatoris Merger, the “Mergers”) The Mergers and other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination”.

Accordingly, the board of directors of Zalatoris (the “Board”) believes that in order to be able to consummate the Business Combination, J. Streicher Holdings, LLC, a Delaware limited liability company (the “Sponsor”), as holder of the Zalatoris Class B Common Stock will need to convert such Zalatoris Class B Common Stock to Zalatoris Class A Common Stock.

The purpose of the Action by Written Consent Amendment is to allow the Directors of Zalatoris the right to take any action required to be taken at a meeting of the Board of Directors or at a meeting of a committee without holding such a meeting if a consent in writing, setting forth the actions to be taken, is signed by a majority of the Board of Directors or a majority of the members of the committee.

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposals.

We reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Charters Amendment Proposal or implement the changes proposed by the Charter Amendment Proposals.

Our Board has fixed the close of business on November 1, 2023 (the “Record Date”), as the date for determining the Zalatoris stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Zalatoris Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

On the Record Date of the Special Meeting, there were [6,358,118] shares of Zalatoris Class A Common Stock and 4,312,500 shares of Zalatoris Class B Common Stock outstanding. Zalatoris’ warrants do not have voting rights in connection with the proposals.

This Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Advantage Proxy, Inc. (the “Proxy Solicitor”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of $7,000 (plus reimbursement of any additional expenses subject to a cap of $1,000). We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.

This Proxy Statement is dated [•], 2023 and is first being mailed to stockholders on or about [•], 2023.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers about the Special Meeting are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this Proxy Statement.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•        our ability to complete the Business Combination;

•        the anticipated benefits of the Business Combination;

•        the volatility of the market price and liquidity of our securities;

•        the use of funds not held in the Trust Account; and

•        the competitive environment in which our successor will operate following the Business Combination.

While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC and in other reports we file with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements).

RISK FACTORS

You should consider carefully our Annual Report on Form 10-K filed with the SEC on March 10, 2023, our Quarterly Report on Form 10-Q filed with the SEC on August 18, 2023 and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the proposal will enable us to maintain compliance with Nasdaq and complete the Business Combination.

Approving the proposal involves a number of risks. Even if the proposal is approved, the Company can provide no assurances that the Business Combination will be consummated. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control.

If the proposal is approved, the Company expects to seek shareholder approval of the Business Combination following the SEC declaring a registration statement on Form F-4 effective, which will include our preliminary proxy statement/prospectus for the Business Combination (the “Form F-4”). The Form F-4 has not been declared effective by the SEC, and the Company cannot complete the Business Combination unless the Form F-4 is declared effective. As of the date of this Proxy Statement, the Company cannot estimate when, or if, the SEC will declare the Form F-4 effective.

We will be required to offer stockholders redemption rights in connection with any stockholder vote to approve the Business Combination. Even if the proposals or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all.

Furthermore, under the terms of the Merger Agreement, the Parties are not required to consummate the Business Combination if the Company does not have at least $5,000,000 in available cash (after payment of expenses) immediately prior to the consummation of the Business Combination, as set forth in the Merger Agreement.

Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.

The SEC issued proposed rules to regulate special purpose acquisition companies that, if adopted, may increase our costs and the time needed to complete our initial business combination.

With respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and to the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances under which we could complete an initial business combination.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The Company would then be required to complete its initial business combination no later than twenty-four (24) months after the effective date of the IPO Registration Statement.

Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that will not complete its business combination within twenty-four (24) months after the effective date of the IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of one hundred eighty-five (185) days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the IPO Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to

liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

Since the Sponsor and our directors and officers will lose their entire investment in us if an initial business combination is not completed, they may have a conflict of interest in the approval of the proposals at the Special Meeting.

There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 2,592,898 Founder Shares that were issued to the Sponsor prior to our IPO and 4,525,000 Private Placement Warrants that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public shares. In addition, certain of executive officers have beneficial interests in the Sponsor. Such persons have waived their rights to liquidating distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial business combination is not consummated. Additionally, such persons can earn a positive rate of return on their overall investment in the combined company after an initial business combination, even if other holders of our common stock experience a negative rate of return, due to having initially purchased the Founder Shares for an aggregate of $250,001. The personal and financial interests of our Sponsor, directors and officers may have influenced their motivation in identifying and selecting Anytech for its target business combination and consummating the Business Combination in order to close the Business Combination and therefore may have interests different from, or in addition to, your interests as a stockholder in connection with the proposals at the Special Meeting.

We have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.

We expect to incur significant transaction and transition costs associated with the Business Combination and operating as a public company following the closing of the Business Combination. We may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid in accordance with the Merger Agreement upon closing of the Business Combination. Even if the Business Combination is not completed, we expect to incur approximately $[     ] million in expenses in aggregate. These expenses will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.

In the event the Founder Share Amendment is approved, Nasdaq may delist our securities from trading on its exchange, particularly following any stockholder redemption, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain the listing of our securities on Nasdaq. Such continued listing requirements include, among other things, the MVLS Requirement to comply with Listing Rule 5550(b)(2), requiring the Company to maintain market value of listed securities of at least $35 million for the previous thirty (30) consecutive trading days for continued listing on Nasdaq.

We expect that if our Zalatoris Class A Common Stock fails to meet Nasdaq’s continued listing requirements, our units and warrants will also fail to meet Nasdaq’s continued listing requirements for those securities. We cannot assure you that any of our Zalatoris Class A Common Stock, units or warrants will be able to meet any of Nasdaq’s continued listing requirements. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our securities from trading on its exchange.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        a determination that our Zalatoris Class A Common Stock is a “penny stock” which will require brokers trading in our Zalatoris Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Zalatoris Class A Common stock, units and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

We may be deemed a “foreign person” under the regulations relating to the Committee on Foreign Investment in the United States (“CFIUS”) and our failure to obtain any required approvals within the requisite time period may require us to liquidate and we may not be able to complete an initial business combination with a target company.

We do not believe that either we or our Sponsor constitute a “foreign person” under CFIUS rules and regulations. However, if CFIUS considers us to be a “foreign person” or a U.S. business that may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination with Anytech falls within the scope of applicable foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’ jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.

Although we do not believe we or the Sponsor are a “foreign person,” CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor. If we were to seek an initial business combination other than the Business Combination, the pool of potential targets with which we could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.10 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in Anytech and the chance of realizing future gains on your investment through any price appreciation in the combined company.

BACKGROUND

Zalatoris is a blank check company, incorporated in Delaware on February 1, 2021, for the purpose of effecting a merger, capital share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The proposed Business Combination with Anytech is the result of an extensive search for a potential transaction drawing upon the network and investing experience of Zalatoris’s management team and the Zalatoris Board.

Prior to the consummation of the IPO on December 14, 2021, neither Zalatoris, nor anyone on its behalf, had contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Zalatoris. On December 14, 2021, we consummated our initial public offering (“IPO”) from which we derived gross proceeds of $172.5 million. On December 14, 2021, simultaneously with the consummation of the IPO, the Company completed the Private Placement, generating gross proceeds to the Company of $5,725,000. The net proceeds from the IPO, together with certain of the proceeds from the Private Placement, $174,225,000 in the aggregate, were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

After the IPO, Zalatoris’ officers and directors commenced an active search for prospective businesses and assets to acquire. In connection with the evaluating potential business combinations, members of Zalatoris’s management contacted and were contacted by a number of individuals, entities, investment banks and private equity funds with respect to potential business combination opportunities.

The Charter was first amended on December 9, 2021 to expand the powers of Zalatoris, adjust the ratio of Class A and Class B Common Stock issuable, adjust the appointment and removal of directors, and amend the bylaws, among other things. In a special meeting held on June 12, 2023, stockholders approved the Charter Amendment, which allowed Zalatoris to extend the date by which we must either consummate a business combination or liquidate by up to nine one-month extensions to March 14, 2024 (unless extended). To obtain each 1-month extension, our Sponsor or any of their affiliates or designees deposited into the Trust Account $150,000 for each such one-month extension. In connection with the approval of the Charter Amendment, on June 12, 2023, holders of 10,891,882 of our public shares exercised their right to redeem those shares for a pro rata portion of the funds in the Trust Account for cash for an aggregate of approximately $113 million, leaving 6,358,118 of our public shares outstanding after the June 12, 2023 stockholders meeting. On each of July 19, 2023, August 14, 2023, and September 14, 2023 the Company cause $150,000 to be deposited into the Company’s Trust Account to extend the date to consummate a Business Combination through August 14, 2023, September 14, 2024, and October 14, 2023, respectively.

The mailing address of the Company’s principal executive office is 99 Wall Street, Suite 5801, New York, New York 10005.

Interests of Zalatoris’s Sponsor, Directors and Officers

When you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers, and members of our Board and special advisors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•        the fact that our Sponsor holds 2,592,898 Founder Shares and 4,525,000 Private Placement Warrants, all such securities beneficially owned by our Chief Executive Officer. In addition, certain of our executive officers have beneficial interests in the Sponsor. All of such investments would expire worthless if a business combination is not consummated; on the other hand, if a business combination is consummated, such investments could earn a positive rate of return on their overall investment in the combined company, even if other holders of our Zalatoris Common Stock experience a negative rate of return, due to having initially purchased the Founder Shares for $250,001;

•        the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

•        the fact that none of our officers or directors has received any cash compensation for services rendered to Zalatoris, and all of the current members of our Board are expected to continue to serve as directors (at least through the date of the Special Meeting to vote on a proposed business combination) and may even continue to serve following any potential business combination and receive compensation thereafter.

THE SPECIAL MEETING

Overview

Date, Time and Place.    The Special Meeting of the Company’s stockholders will be held at [10:00 a.m. Eastern Time] on November 24, 2023, as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at [•]. If you plan to attend the virtual online Special Meeting, you will need your [16 digit] control number to vote electronically at the Special Meeting. The meeting will be held virtually over the internet by means of a live audio webcast. Only stockholders who own shares of our common stock as of the close of business on the record date will be entitled to attend the virtual meeting.

To register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.

If your shares are registered in your name with our transfer agent and you wish to attend the online-only virtual meeting, go to [•] and enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting our transfer agent, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent no later than 72 hours prior to the Special Meeting date.

Stockholders will also have the option to listen to the Special Meeting by telephone by calling:

•        Within the U.S. and Canada: +1 800-450-7155 (toll-free)

•        Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

The passcode for telephone access: [•]#. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described herein.

Voting Power; record date.    You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned Zalatoris Class A Common Stock at the close of business on November 1, 2023, the Record Date for the Special Meeting. You will have one vote per proposal for each share of the Zalatoris Common Stock you owned at that time. The Company’s warrants do not carry voting rights.

Votes Required.

•        Approval of the Charter Amendment Proposals requires the affirmative vote of both (x) a majority of the holders of outstanding Zalatoris Common Stock voting together as a single class and (y) a majority of the outstanding Zalatoris Class B Common Stock voting as a separate class.

•        Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of Zalatoris Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

If you do not vote or if you abstain from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes. If you do not want the Charter Amendment Proposals approved, you must abstain, not vote, or vote “AGAINST” such proposals.

At the close of business on the record date of the Special Meeting, there were [6,358,118] shares of Class A common stock and 4,312,500 shares of Class B common stock outstanding, each of which entitles its holder to cast one vote per proposal.

Proxies; Board Solicitation; Proxy Solicitor.    Your proxy is being solicited by the Board on the proposals being presented to stockholders at the Special Meeting. Proxies may be solicited in person or by telephone. The Company has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Special Meeting. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Special Meeting if you are a holder of record of the Company’s common stock. You may contact the Proxy Solicitor, Advantage Proxy, Inc., PO Box 10904, Yakima, WA 98909, 1-877-870-856, email ksmith@advantageproxy.com or Paul Davis, Chief Executive Officer, Zalatoris Acquisition Corp., 99 Wall Street, Suite 5801, New York, NY 10005, email: p.davis@jstreicher.eu.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of the Zalatoris Common Stock as of the Record Date based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Zalatoris Common Stock, by:

•        each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

•        each of our executive officers and directors that beneficially owns shares of common stock; and

•        all our officers and directors as a group.

As of the record date, there were [6,358,118] shares of Class A common stock and 4,312,500 shares of Class B common stock issued and outstanding. Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The table below does not include the shares of common stock underlying the Private Placement Warrants held or to be held by our Sponsor because these securities are not exercisable within 60 days of the record date for the Special Meeting.

____________

(1)      Unless otherwise noted, the business address of each of the following entities or individuals is c/o Zalatoris Acquisition Corp., 99 Wall Street, Suite 5801, New York, New York 10005.

(2)      Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.

(3)      These shares represent 2,592,898 shares of Class B common stock of the issuer held by J. Streicher Holdings, LLC (the “Sponsor”). As such, the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(4)      According to a Schedule 13G filed with the SEC on August 8, 2023, on behalf of Meteora Capital, LLC. The business address of this stockholder is 1200 N Federal Hwy, #200, Boca Raton FL 3343.

(5)      According to a Schedule 13G filed with the SEC on February 14, 2023, on behalf of 683 Capital Management, LLC, 683 Capital Partners, LP, and Ari Zweiman. The business address of this stockholder is 1700 Broadway, Suite 4200, New York, NY 10019.

(6)      According to a Schedule 13G filed with the SEC on February 14, 2023, on behalf of Shaolin Capital Management LLC. The business address of this stockholder is 230 NW 24th Street, Suite 603, Miami, FL 33127.

(7)      According to a Schedule 13G filed with the SEC on February 14, 2023, on behalf of Atalaya Capital Management LP. The business address of this stockholder is One Rockefeller Plaza, 32nd Floor, New York, NY 10020.

(4)      According to a Schedule 13G filed with the SEC on February 14, 2023, on behalf of Radcliffe Capital Management, L.P., RGC Management Company, LLC, Steven B. Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P., and Radcliffe SPAC GP, LLC. The business address of this stockholder is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

(9)      According to a Schedule 13G filed with the SEC on January 31, 2023, on behalf of Highbridge Capital Management, LLC. The business address of this stockholder is 277 Park Avenue, 23rd Floor, New York, New York 10172.

(10)    According to a Schedule 13G filed with the SEC on February 11, 2022, on behalf of Polar Asset Management Partners Inc. The business address of this stockholder is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(11)    Per company records. The business address of this stockholder is 99 Wall Street, #5801, New York, NY 10005.

(12)    According to a Schedule 13G filed with the SEC on December 27, 2021, on behalf of D. E. Shaw Valence Portfolios, L.L.C. The business address of this stockholder is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.

SUBMISSION OF STOCKHOLDER PROPOSALS

The Board is aware of no other matter that may be brought before the Special Meeting. Under the DGCL, only business that is specified in the notice of special meeting to stockholders may be transacted at the Special Meeting.

FUTURE STOCKHOLDER PROPOSALS AND NOMINATIONS

If the Charter Amendment Proposals are approved, we anticipate that the annual meeting of stockholders will be held no later than December 31, 2024. For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2024 annual meeting of stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act.

In addition, our bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting. Notice of a nomination or proposal must be delivered to us not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by us. The chairman of the board may refuse to acknowledge the introduction of any stockholder proposal not made in compliance with the foregoing procedures.

If the Charter Amendment Proposals are not approved and the Company fails to complete a qualifying business combination on or before March 14, 2024, there will be no following annual meeting.

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two (2) or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:

•        If the shares are registered in the name of the stockholder, the stockholder should contact us at 1 800-450-7155 to inform us of his or her request; or

•        If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.

ANNEX A

SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ZALATORIS ACQUISITION CORP.

Pursuant to Section 242 of the
Delaware General Corporation Law

ZALATORIS ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

1. The name of the Corporation is Zalatoris Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 1, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on December 9, 2021 and amended on June 12, 2023 by that certain Amendment to the Amended and Restated Certificate of Incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”).

2. This Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

3. This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted in accordance with the Amended and Restated Certificate of Incorporation and Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) as follows:

Item 4 of this Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of both (x) a majority of the holders of outstanding common stock voting together as a single class and (y) a majority of the outstanding Class B Common Stock voting as a separate class.

4. Section 4.3(b)(i) is hereby deleted in its entirety and replaced as follows:

(b) Class B Common Stock.

(i) Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) at the election of the holder of such Class B Common Stock at any time prior to the closing of the Business Combination or otherwise automatically on the closing of the Business Combination.

5. A new Section 5.6 is hereby added and shall read as follows:

Section 5.6 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the Corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the directors, or a majority of the members of the committee, as the case may be. Such consent shall have the same legal effect as a vote of the majority the directors or members of the committee.

IN WITNESS WHEREOF, Zalatoris Acquisition Corp. has caused this Second Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this [•] day of November, 2023.

PRELIMINARY PROXY — SUBJECT TO COMPLETION

Zalatoris Acquisition Corp.
99 Wall Street, Suite 5801
New York, New York 10005
(917) 675-3106

SPECIAL MEETING OF STOCKHOLDERS

November [•], 2023

YOUR VOTE IS IMPORTANT

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 24, 2023

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice dated [•], 2023 and Proxy Statement, dated [•], 2023, in connection with the special meeting to be held at [10:00 a.m. Eastern Time] on November 24, 2023 as a virtual meeting (the “Special Meeting”) for the sole purpose of considering and voting upon the following proposals, and hereby appoints Paul Davis (with full power to act alone), the attorneys and proxies of the undersigned, with full power of substitution to each, to vote all shares of the common stock of the Company registered in the name provided, which the undersigned is entitled to vote at the Special Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in the accompanying Proxy Statement.

THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE CHARTER AMENDMENT PROPOSALS, “FOR” AND “FOR” THE ADJOURNMENT PROPOSAL, IF PRESENTED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on November 24, 2023: This notice of meeting and the accompany proxy statement are available at [•].

Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 1 — THE CHARTER AMENDMENT PROPOSALS, AND “FOR” THE PROPOSAL SET FORTH IN PROPOSAL 2 — THE ADJOURMENT PROPOSAL, IF SUCH PROPOSAL IS PRESENTED AT THE SPECIAL MEETING. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.