Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2024

Zalatoris Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-41143

86-1837862

(Commission File Number)

(IRS Employer

Identification No.)

99 Wall Street, Suite 5801

New York, New York 10005

Registrant’s telephone number, including area code (917) 675-3106

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Public Warrant	TCOA-UN	New York Stock Exchange
Class A Common Stock, $0.0001 par value per share	TCOA	New York Stock Exchange
Public Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	TCOA-WT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Copies of the Audit, Compensation and Nominating and Corporate Governance Committee Charters, the Corporate Governance Guidelines and the Code of Business Conduct and Ethics (collectively, the “Committees’ Governing Documents”) of Zalatoris Acquisition Corp., a Delaware corporation (the “Company”), are filed hereto as Exhibits 99.1-99.5.

The Board of Directors of the Company previously ratified and adopted the Committees’ Governing Documents and made copies available on the Company’s website, which are being publicly filed due to the website being temporarily disabled.

Item 9.01. Exhibits.

Exhibit Number		Description of Exhibit
99.1		Audit Committee Charter effective as of December 9, 2021
99.2		Compensation Committee Charter effective as of December 9, 2021
99.3		Nominating and Corporate Governance Committee Charter effective as of December 9, 2021
99.4		Corporate Governance Guidelines effective as of December 9, 2021
99.5		Code of Business Conduct and Ethics effective as of December 9, 2021
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZALATORIS ACQUISITION CORP.

Date: January 9, 2024	By:	/s/ Paul Davis
	Name:	Paul Davis
	Title:	Chief Executive Officer

Exhibit 99.1

Audit Committee Charter

TRAJECTORY ALPHA ACQUISITION CORP.

AUDIT COMMITTEE CHARTER

(Effective as of December 9, 2021)

I.	GENERAL

The Audit Committee (the “Committee”) is a committee of the board of directors (the “Board”) of Trajectory Alpha Acquisition Corp. (the “Company”).

II.	PURPOSE

The Committee is appointed by the Board for the primary purposes of:

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performing the Board’s oversight responsibilities as they relate to the Company’s accounting policies and internal controls, financial reporting practices, legal and regulatory compliance and the audit of the Company’s financial statements, including, among other things:

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the quality and integrity of the Company’s financial statements;

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the Company’s compliance with legal and regulatory requirements;

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review of the independent registered public accounting firm’s qualifications and independence; and

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the performance of the Company’s internal audit function, including its design and implementation, and of the Company’s independent registered public accounting firm;

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maintaining, through regularly scheduled meetings, a line of communication between the Board and the Company’s financial management, internal auditors and independent registered public accounting firm, including providing such parties with appropriate opportunities to meet separately and privately with the Committee on a periodic basis; and

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preparing the report to be included in the Company’s annual proxy statement, as required by the Securities and Exchange Commission’s (“SEC”) rules and regulations.

III.	COMPOSITION AND QUALIFICATIONS

The Committee shall be appointed by, and may be replaced by, the Board and shall be comprised of three (3) or more directors (as determined from time to time by the Board and subject to any phase-in rules for newly listed companies), each of whom shall meet the independence requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Act”), the listing standards of any exchange or national listing market system upon which the Company’s securities are listed or quoted for trading (including the New York Stock Exchange (“NYSE”)) and all other applicable laws. The members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation, removal or death.

The chair of the Committee shall be designated by the Board; provided, however, that, if the Board does not so designate a chair, the members of the Committee, by a majority vote, may designate a chair of the Committee.

Any vacancy on the Committee shall be filled by majority vote of the Board. The Board may remove any member from the Committee at any time, with or without cause, by majority vote.

Prior to becoming a member of the audit committee of another public company, a director who is a member of the Committee shall notify the chair of the Nominating Committee, the chair of the Board and the Chief Executive Officer to address whether the aggregate number of audit committee memberships would impair such director’s effectiveness. In the event that the Board determines that the additional audit committee membership would impair such director’s effectiveness, such director, upon request of the Board, shall either offer his or her resignation from the Committee or not accept the other audit committee membership. Further, no member of the Committee shall have participated in the preparation of the Company’s financial statements in the past three (3) years.

Each member of the Committee shall be financially literate, as determined by the Board in its business judgment; provided, however, that each member of the Committee must be capable of reading and understanding fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. At least one (1) member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable financial management expertise, experience or background that results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, as each such qualification is interpreted by the Board in its business judgment. In addition, at least one (1) member of the Committee shall be an “audit committee financial expert,” as such term is defined by the SEC under the rules and regulations promulgated pursuant to the Act, and such member shall be presumed to possess financial sophistication.

If a member of the Committee ceases to be independent for reasons outside the member’s reasonable control, his or her membership on the Committee may continue until the earlier of the Company’s next annual stockholders’ meeting or one year from the occurrence of the event that caused the failure to qualify as independent. If the Company is not already relying on this provision, and falls out of compliance with the requirements regarding composition of the Committee due to a single vacancy on the Committee, then the Company will have until the earlier of the next annual stockholders’ meeting or one (1) year from the occurrence of the event that caused the failure to comply with this requirement. The Company shall provide notice to NYSE immediately upon learning of the event or circumstance that caused the non-compliance, if it expects to rely on either of these provisions for a cure period.

One director who does not meet the NYSE definition of independence, but who meets the criteria set forth in Section 10A(m)(3) under the Exchange Act and the rules and regulations thereunder, and who is not a current officer or employee or a family member of such individual, may serve for no more than two (2) years on the Committee if the Board, under exceptional and limited circumstances, determines that such individual’s membership is required by the best interests of the Company and its stockholders. Such individual must satisfy the independence requirements set forth in Section 10A(m)(3) of the Exchange Act and may not chair the Committee. The use of this “exceptional and limited circumstances” exception, as well as the nature of the individual’s relationship to the Company and the basis for the Board’s determination, shall be disclosed in the Company’s annual proxy statement.

IV.	MEETINGS OF THE COMMITTEE

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than once every fiscal quarter. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum. The Committee shall maintain written minutes of its meetings and records relating to those meetings.

V.	RESPONSIBILITIES

In carrying out its duties and responsibilities, the Committee’s policies and procedures should remain flexible, so that it may be in a position to best address, react or respond to changing circumstances or conditions. The following duties and responsibilities are within the authority of the Committee, and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, NYSE or any other applicable regulatory authority.

The Committee shall:

Review, oversee and discuss with the independent registered public accounting firm their annual audit plan, including the timing and scope of audit activities, and monitor such plan’s progress and results during the year.

Select, retain, compensate, oversee and, if necessary, terminate any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

Review and discuss the annual audited financial statements, the form of audit opinion to be issued by the auditors, and the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with management and the independent registered public accounting firm. In connection with such review, the Committee shall:

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discuss with the independent registered public accounting firm the matters (i) required to be discussed pursuant to any applicable auditing standards and (ii) in the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Committee concerning independence;

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before the engagement of the independent registered public accounting firm and at least annually thereafter, (i) review and discuss with the independent registered public accounting firm its written communications to the Committee regarding the relationships between the independent registered public accounting firm and the Company that, in the independent registered public accounting firm’s professional judgment, may reasonably be thought to bear on its independence and (ii) receive affirmation in writing from the independent registered public accounting firm addressed to the Committee that the independent registered public accounting firm is independent;

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review significant changes in accounting or auditing policies;

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review with the independent registered public accounting firm any problems or difficulties encountered in the course of their audit, including any change in the scope of the planned audit work and any restrictions placed on the scope of such work and management’s response to such problems or difficulties;

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review with the independent registered public accounting firm, management and the senior internal auditing executive the adequacy and effectiveness of the Company’s accounting and internal controls, any significant findings and recommendations with respect to such controls and the adequacy of disclosures about changes in internal control over financial reporting;

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review reports required to be submitted by the independent registered public accounting firm concerning (i) all critical accounting policies and practices used, (ii) all alternative treatments of financial information within generally accepted accounting principles (“GAAP”) that have been discussed with management, the ramifications of such alternatives and the accounting treatment preferred by the independent registered public accounting firm, (iii) any other material written communications with management and (iv) any material financial arrangements of the Company which do not appear on the financial statements of the Company;

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review and discuss with management and the independent registered public accounting firm (i) material issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies and (ii) analyses prepared by management and/or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analysis of the effects of alternative GAAP methods on the financial statements and the effects of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; and

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discuss policies and procedures concerning earnings press releases and review, before its release to the public, the type and presentation of information to be included in earnings press releases, including any use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies.

Review and discuss the quarterly financial statements and the Company’s disclosures provided in periodic quarterly reports including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with management, the senior internal auditing executive and the independent registered public accounting firm.

Oversee the external audit coverage. The Company’s independent registered public accounting firm is ultimately accountable to the Committee, which has the direct authority and responsibility to appoint, retain, compensate, select, evaluate and, where appropriate, terminate and replace the independent registered public accounting firm. In connection with its oversight of the external audit coverage, the Committee will have authority to:

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within its sole power and discretion (unless stockholder approval is deemed advisable by the Board), select and retain an independent registered public accounting firm to act as the Company’s independent auditors for the purpose of auditing the Company’s annual financial statements, books, records, accounts and internal controls over financial reporting;

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terminate and replace the independent registered public accounting firm, if necessary;

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approve the engagement letter and the fees to be paid to the independent registered public accounting firm;

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pre-approve auditing services, permitted non-audit services, internal control-related services and tax services (such tax services being subject to review by the Committee and discussion with the independent registered public accounting firm as to the nature and scope of any tax services to be approved, as well as the potential effects of the provision of such services on the independent registered public accounting firm’s independence) to be performed by the independent registered public accounting firm and the related fees for such services other than prohibited non-audit services as promulgated under rules and regulations of the SEC (subject to the de minimis exception for non-audit services described in the Exchange Act and the SEC rules);

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receive direct reports from the independent registered public accounting firm;

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establish policies and procedures for the Committee’s pre-approval of permitted services by the Company’s independent registered public accounting firm or other registered public accounting firms on an ongoing basis;

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monitor and obtain confirmation and assurance as to the independent registered public accounting firm’s independence, including ensuring that they submit on a periodic basis (not less than annually) to the Committee a formal written statement assessing the independence of the independent registered public accounting firm and delineating all relationships between the independent registered public accounting firm and the Company. The Committee is responsible for actively engaging in a dialogue with the independent registered public accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm and for taking appropriate action in response to the independent registered public accounting firm’s report to satisfy itself of their independence;

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at least annually, obtain and review a report by the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any issues raised by the most recent internal quality-control review, peer review or any inquiry or investigation by governmental or professional authorities within the preceding five (5) years and any steps taken to deal with any such issues;

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meet with the independent registered public accounting firm prior to the annual audit to discuss planning and staffing of the audit;

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review and evaluate the performance of the independent registered public accounting firm, as the basis for a decision to reappoint or replace the independent registered public accounting firm;

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review, evaluate and discuss with the independent registered public accounting firm (i) the independent registered public accounting firm’s responsibilities under GAAP, (ii) the responsibilities of management in the audit process, (iii) the overall audit strategy, (iv) the scope and timing of the annual audit and (iv) any material risks identified during the independent registered public accounting firm’s risk assessment procedures;

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set clear hiring policies for employees or former employees of the independent registered public accounting firm, including as required by all applicable laws, rules, regulations and listing rules;

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assure, review and evaluate regular rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit, as required by the Act, and consider whether rotation of the independent registered public accounting firm is required to ensure independence;

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engage in a dialogue with the independent registered public accounting firm to confirm that audit partner compensation is consistent with applicable SEC rules;

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review and discuss with the independent registered public accounting firm the results of the annual audit of the Company, including any comments or recommendations of the Company’s independent registered public accounting firm and, based on such review and discussions and on such other considerations as it determines appropriate, recommend to the Board whether the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K;

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take, or recommend that the Board take, appropriate action to oversee the independence of the Company’s independent registered public accounting firm;

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review and discuss with management and the independent registered public accounting firm the Company’s internal controls report and the independent registered public accounting firm’s attestation report prior to the filing of the Company’s Annual Report on Form 10-K;

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monitor compliance by the Company of the employee conflict of interest requirements contained in the Act and the rules and regulations promulgated by the SEC; and

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review and discuss with management, the senior internal auditing executive, and the independent registered public accounting firm the Company’s quarterly financial statements prior to the filing of its Quarterly Report on Form 10-Q, including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the results of the independent registered public accounting firm’s review of the quarterly financial statements.

Oversee internal audit coverage. In connection with its oversight responsibilities, the Committee will:

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review and approve the appointment or replacement of the senior internal auditing executive;

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review, in consultation with management, the independent registered public accounting firm and the senior internal auditing executive, the plan and scope of internal audit activities and, when deemed necessary or appropriate by the Committee, assign additional internal audit projects to appropriate personnel;

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review the Committee’s level of involvement and interaction with the Company’s internal audit function, including the Committee’s line of authority and role in appointing and compensating employees in the internal audit function;

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review and approve internal audit activities, budget, compensation and staffing; and

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review significant reports to management prepared by the internal auditing department and management’s responses to such reports.

Receive periodic reports from the Company’s independent registered public accounting firm, management and senior internal auditing executive to assess the impact on the Company of significant accounting or financial reporting developments that may have a bearing on the Company.

Review with the chief executive officer, chief financial officer and independent registered public accounting firm, periodically, the following:

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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

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any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Resolve any differences in financial reporting between management and the independent registered public accounting firm.

10.

Discuss with management and the independent registered public accounting firm any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

11.

Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

12.

Discuss policies and guidelines to govern the process by which risk assessment and risk management is undertaken.

13.

Meet periodically, and at least four (4) times per year, with management to review and assess the Company’s major financial risk exposures and the manner in which such risks are monitored and controlled.

14.

Meet periodically (not less than annually) in separate executive session with each of the chief financial officer, the senior internal auditing executive and the independent registered public accounting firm.

15.

Review and approve all “related party transactions” requiring disclosure under Item 404 of Regulation S-K in accordance with the policy set forth in Section VII.

16.

Review the Company’s policies relating to the ethical handling of conflicts of interest and review past or proposed transactions between the Company and members of management, as well as policies and procedures with respect to officers’ expense accounts and perquisites, including the use of corporate assets. The Committee shall consider the results of any review of these policies and procedures by the Company’s independent registered public accounting firm.

17.

Review and approve in advance any services provided by the Company’s independent registered public accounting firm to the Company’s executive officers or members of their respective immediate families.

18.

Review the Company’s program to monitor compliance with the Company’s Code of Business Conduct and Ethics, and meet periodically with management to discuss compliance with the Code of Business Conduct and Ethics.

19.

Establish procedures for the receipt, retention and treatment of reports of evidence of a material violation made by attorneys appearing and practicing before the SEC in the representation of the Company or any of its subsidiaries or reports made by the Company’s chief executive officer in relation thereto.

20.

Approve reimbursement of expenses incurred by management in connection with certain activities on the Company’s behalf.

21.

Review and oversee the Company’s policies, procedures and programs designed to promote and monitor legal, ethical and regulatory compliance.

22.

Review periodically with the Company’s outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements and (ii) corporate compliance policies or codes of conduct.

23.

As it determines necessary to carry out its duties, engage and obtain advice and assistance from outside legal, accounting or other advisers, the cost of such independent expert advisors to be borne by the Company.

24.

Report regularly to the Board with respect to activities of the Committee.

25.

Review and discuss with management the Company’s compliance with applicable laws and regulations.

26.

Prepare the report of the Committee required by the rules and regulations of the SEC to be included in the proxy statement for each annual meeting.

27.

Determine the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.

28.

Review and reassess annually the adequacy of this Audit Committee Charter (this “Charter”) and recommend any proposed changes to the Board.

29.

On a quarterly basis, review and approve all payments made to the Company’s existing stockholders, executive officers or directors and their respective affiliates.

30.

Evaluate, in a manner it deems effective and appropriate, the Committee’s performance of its duties and responsibilities under this Charter and present the results of the evaluation to the Board.

VI.	PROCEDURES

Action.

The Committee shall act on the affirmative vote a majority of members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by the unanimous written consent of all of its members.

The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion; provided, however, that any decision made by a subcommittee must be presented to the full Committee at its next scheduled meeting.

Fees.

The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation (i) to outside legal, accounting or other advisors employed by the Committee, including for payment of compensation to the independent registered public accounting firm for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors employed by the Committee and (ii) for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities under this Charter.

Limitations.

While the Committee has the duties, responsibilities and powers set forth in this Charter, it is not the duty or responsibility of the Committee to (i) plan or conduct audits or other accounting procedures, (ii) determine whether the Company’s financial statements are complete and accurate, (iii) determine whether the Company’s financial statements are in accordance with GAAP and applicable rules and regulations, or (iv) certify or prepare the Company’s financial statements. The duties set forth in the immediately preceding sentence are those of management and the independent registered public accounting firm.

VII.	RELATED PARTY TRANSACTIONS POLICY

Definitions.

A “Related Party Transaction” is any transaction directly or indirectly involving any Related Party that would need to be disclosed under Item 404(a) of Regulation S-K. Under Item 404(a) of Regulation S-K, the Company is required to disclose any transaction occurring since the beginning of the Company’s last fiscal year, or any currently proposed transaction, involving the Company where the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest. “Related Party Transaction” also includes any material amendment or modification to an existing Related Party Transaction.

“Related Party” means any of the following:

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a director (which term when used herein includes any director nominee);

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an executive officer;

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a person known by the Company to be the beneficial owner of more than five percent (5%) of the Company’s common stock (a “5% stockholder”); or

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a person known by the Company to be an immediate family member of any of the foregoing.

“Immediate family member” means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such director, executive officer, nominee for director or 5% stockholder and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or 5% stockholder.

Identification of Potential Related Party Transactions.

The Committee shall review all Related Party Transactions on an ongoing basis, and any such Related Party Transactions may be brought to management’s and the Board’s attention in any manner deemed reasonable and advisable by the Committee in their business judgment. Each of the Company’s directors and executive officers shall inform the chair of the Committee of any potential Related Party Transactions. In addition, each such director or executive officer shall complete a questionnaire on an annual basis designed to elicit information about any potential Related Party Transactions.

Any potential Related Party Transactions that are brought to the Committee’s attention shall be analyzed by the Committee, in consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a Related Party Transaction requiring compliance with the provisions of this Charter.

Review and Approval of Related Party Transactions.

At each of its meetings, the Committee shall be provided with the details of each new, existing, or proposed Related Party Transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction and the benefits of the transaction to the Company and to the relevant Related Party. In determining whether to approve a Related Party Transaction, the Committee shall consider, among other factors, the following factors to the extent relevant to the Related Party Transaction:

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whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would apply if the transaction was negotiated in good faith at arm’s-length and did not involve a Related Party;

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whether there are business reasons for the Company to enter into the Related Party Transaction;

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whether the Related Party Transaction would impair the independence of an outside director;

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whether the Related Party Transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the (i) size of the transaction, (ii) overall financial position of the director, executive officer or Related Party, (iii) direct or indirect nature of the director’s, executive officer’s or Related Party’s interest in the transaction, (iv) ongoing nature of any proposed relationship and (v) any other factors the Committee deems relevant; and

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any pre-existing contractual obligations.

Any member of the Committee who has an interest in the Related Party Transaction under review by the Committee shall abstain from voting on the approval of the Related Party Transaction, but may, if so requested by the chair of the Committee, participate in some or all of the Committee’s discussions of the Related Party Transaction. Upon completion of its review of the Related Party Transaction, the Committee may determine to permit or to prohibit the Related Party Transaction.

A Related Party Transaction entered into without pre-approval of the Committee shall not be deemed to violate the provisions of this Charter or be invalid or unenforceable, so long as the transaction is brought to the Committee as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this Charter.

The Committee shall keep the Company’s independent registered public accounting firm informed of the Committee’s understanding of the relationships and transactions with any Related Party that are material to the Company. The Committee shall review and discuss with the independent registered public accounting firm such firm’s evaluation of the Company’s identification of, account for, and disclosure of its relationships and transactions with any Related Party, including any material matters arising from the audit of the Company’s relationships and transactions with any Related Party.

A Related Party Transaction entered into prior to the effective date of this Charter shall not be required to be reapproved by the Committee.

VIII.

INVESTIGATIONS AND STUDIES; OUTSIDE ADVISORS

The Committee, in its sole discretion, may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities. Further, the Committee, in its sole discretion and at the Company’s expense, may obtain independent counsel or other consultants or advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of any outside counsel and other advisors.

* * * * *

To fulfill its obligations, the Committee relies upon (i) management for the preparation and accuracy of the Company’s financial statements, (ii) both management and the Company’s internal audit department for establishing effective internal controls and procedures to ensure the Company’s compliance with accounting standards, financial reporting procedures and applicable laws, rules and regulations and (iii) the Company’s independent registered public accounting firm for an unbiased, diligent audit or review, as applicable, of the Company’s financial statements and the effectiveness of the Company’s internal controls. In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not full-time employees of the Company, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information and (ii) the accuracy of the financial and other information provided to the Committee absent actual knowledge to the contrary.

Nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee, except to the extent otherwise provided under applicable federal or state law.

Exhibit 99.2

Compensation Committee Charter

TRAJECTORY ALPHA ACQUISITION CORP.

COMPENSATION COMMITTEE CHARTER

(Effective as of December 9, 2021)

I.	PURPOSE OF THE COMMITTEE

The purposes of the Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Trajectory Alpha Acquisition Corp. (the “Company”) shall be:

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to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-compensation and equity-based plans;

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to review and discuss with management the Company’s compensation discussion and analysis (the “CD&A”) to be included in the Company’s annual proxy statement or Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”);

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to prepare the report of the Compensation Committee as required by the rules of the SEC; and

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to perform such further functions as may be consistent with this Compensation Committee Charter (this “Charter”) or assigned by applicable law, the Company’s amended and restated certificate of incorporation (as further amended, supplemented or otherwise modified from time to time, the “Certificate of Incorporation”), the Company’s by laws (as amended, supplemented or otherwise modified from time to time, the “By Laws”) or the Board.

The Committee shall ensure that the Company’s compensation programs are competitive, designed to attract and retain highly qualified directors, officers and employees, encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s stockholders.

II.	COMPOSITION OF THE COMMITTEE

The Board shall appoint the members of the Committee. The Committee shall consist of no fewer than three (3) members (subject to any phase-in exemption for newly listed companies) and shall be comprised entirely of “independent” directors of the Board who shall also satisfy such other criteria imposed on members of the Committee pursuant to the federal securities laws and the rules and regulations of the SEC, the listing standards of any exchange or national listing market system upon which the Company’s securities are listed or quoted for trading (including the New York Stock Exchange) (the “Principal Market”), any other applicable laws or regulations and any additional requirements that the Board deems appropriate. The term “independent director” means a director who (i) meets the definition of “independence” under the rules and regulations of the SEC and the Principal Market, (ii) is a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (c) is an “outside director” under the regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended. Each member of the Committee shall have one (1) vote. Any vacancy on the Committee shall be filled by majority vote of the Board. Each appointed member of the Committee may be removed by the Board at any time, with or without cause, by majority vote of the Board. Unless the Board elects a Chair of the Committee, the Committee shall elect a Chair by majority vote.

III.	MEETINGS AND PROCEDURES OF THE COMMITTEE

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. The Chair of the Committee shall preside at each meeting. In the event the Chair of the Committee is not present at a meeting, the members of the Committee present at such meeting shall designate one of its members as the acting chair of such meeting. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary; provided, however, that the Chief Executive Officer may not be present during any portion of the meeting of the Committee in which deliberation or any vote regarding his or her compensation occurs.

A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

IV.	DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

Executive and Director Compensation

The Committee shall have the following duties and responsibilities with respect to the Company’s executive compensation plans:

to review at least annually the goals and objectives of the Company’s executive compensation plans and amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate;

to review at least annually the Company’s executive compensation plans in light of the Company’s goals and objectives with respect to such plans and, if the Committee deems it appropriate, adopt, or recommend to the Board the adoption of, new, or the amendment of existing, executive compensation plans;

to evaluate annually the performance of the Chief Executive Officer in light of the goals and objectives of the Company’s executive compensation plans and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive Officer’s compensation level based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee shall consider factors as it determines relevant, which may include, for example, the Company’s performance and relative stockholder return, the value of similar awards to chief executive officers of comparable companies and the awards given to the Chief Executive Officer in past years. The Committee may discuss the Chief Executive Officer’s compensation with the Board if it chooses to do so;

to evaluate annually the performance of the other executive officers of the Company in light of the goals and objectives of the Company’s executive compensation plans and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the compensation of such other executive officers based on this evaluation. To the extent that long-term incentive compensation is a component of such executive officer’s compensation, the Committee shall consider all relevant factors in determining the appropriate level of such compensation, including the factors applicable with respect to the Chief Executive Officer;

to evaluate annually the appropriate level of compensation for the Board and service on the committees by non-employee directors;

to review and recommend to the Board the adoption of or changes to the compensation of the Company’s independent directors;

to review and approve any severance or termination arrangements to be made with any executive officer of the Company;

to perform such duties and responsibilities as may be assigned to the Board or the Committee under the terms of any executive compensation plan;

to review and approve all perquisites, special cash payments and other special compensation and benefit arrangements or other personal benefits to the Company’s executive officers and directors and recommend any changes to the Board;

10.

to consider the results of the most recent stockholder advisory vote on executive compensation as required by Section 14A of the Exchange Act and, to the extent the Committee determines it appropriate to do so, take such results into consideration in connection with the review and approval of executive officer compensation;

11.

to review and discuss with management the Company’s CD&A and, based on such review and discussion, to recommend to the Board that the CD&A be included in the Company’s annual proxy statement or Annual Report on Form 10-K;

12.

to monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002, as amended, relating to loans to directors and officers and with all other applicable laws affecting employee compensation and benefits;

13.

to review compensation arrangements for the Company’s employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking and review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements;

14.

to review and approve, to the extent it deems necessary, the terms of any compensation “clawback” or similar policy or agreement between the Company and the Company’s executive officers or other employees subject to Section 16 of the Exchange Act;

15.

to review, recommend to the Board and administer all plans that require “disinterested administration” under Rule 16b-3 under the Exchange Act;

16.

to prepare the report of the Compensation Committee in accordance with the rules and regulations of the SEC for inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K;

17.

to retain, at the Company’s expense, outside consultants and obtain assistance from management as the Committee deems appropriate in the exercise of its authority;

18.

to perform such other functions as assigned by law, the Certificate of Incorporation, the By Laws or the Board; and

19.

to make reports and recommendations to the Board within the scope of its functions and advise the officers of the Company regarding various personnel matters as may be raised with the Committee.

Notwithstanding anything to the contrary in the foregoing, the Committee shall have sole discretion and authority with respect to any action regarding compensation payable to the Chief Executive Officer or other executive officers of the Company that the Committee intends to constitute “qualified performance-based compensation” for purposes of section 162(m) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

General Compensation and Employee Benefit Plans

The Committee shall have the following duties and responsibilities with respect to the Company’s general compensation and employee benefit plans, including incentive-compensation and equity-based plans:

to review at least annually the goals and objectives of the Company’s general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans and amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate;

to review at least annually the Company’s general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans, in light of the goals and objectives of these plans and recommend that the Board amend these plans if the Committee deems it appropriate;

to review all equity-compensation plans to be submitted for stockholder approval under the listing standards of the Principal Market and to review and, in the Committee’s sole discretion, approve all equity-compensation plans that are exempt from such stockholder approval requirement;

to approve all special perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s employees; and

to perform such duties and responsibilities as may be assigned to the Board or the Committee under the terms of any compensation or other employee benefit plan, including any incentive-compensation or equity-based plan.

V.	ROLE OF CHIEF EXECUTIVE OFFICER

The Chief Executive Officer may make, and the Committee may consider, recommendations to the Committee regarding the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to executive officers (other than the Chief Executive Officer) and the Company’s director compensation arrangements.

VI.	DELEGATION OF AUTHORITY

The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two (2) members; provided, further, that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole. Any such member, members or subcommittee shall be subject to this Charter. The decisions of any such member, members or subcommittees to which authority is delegated under this paragraph shall be presented to the full Committee at its next regularly scheduled meeting.

VII.	EVALUATION OF THE COMMITTEE

The Committee shall, no less frequently than annually, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.

VIII.

INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS

The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities and may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by the Committee, the expense of which shall be borne by the Company. The Committee may select a compensation consultant, legal counsel or other adviser to the Committee only after taking into consideration the following:

the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;

the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;

the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;

any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;

any shares of common stock of the Company owned by the compensation consultant, legal counsel or other adviser; and

any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.

The Committee shall conduct the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee, taking into consideration factors relevant to the adviser’s independence from management specified in NYSE Listed Company Manual Section 303A.05(c)(iv), other than (i) in-house legal counsel and (ii) any compensation consultant, legal counsel or other adviser whose role is limited to the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: (x) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company and that is available generally to all salaried employees; or (y) providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the compensation consultant and about which the compensation consultant does not provide advice.

Nothing in this Charter shall require a compensation consultant, legal counsel or other adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from a compensation consultant, legal counsel or other adviser. The Committee may select or receive advice from any compensation consultant, legal counsel or other adviser it prefers, including ones that are not independent, after considering the six independence factors outlined above.

Nothing in this Charter shall be construed to (i) require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal counsel or other adviser to the Committee or (ii) affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties.

IX.	AMENDMENTS

Any amendment or other modification of this Charter shall be made and approved by the full Board.

X.	DISCLOSURE OF CHARTER

If required by the rules of the SEC or any Principal Market, this Charter, as amended from time to time, shall be made available to the public on the Company’s website.

* * * * *

While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.

Exhibit 99.3

Nominating and Corporate Governance Committee Charter

TRAJECTORY ALPHA ACQUISITION CORP.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

(Effective as of December 9, 2021)

I.	Membership

The Nominating and Corporate Governance Committee (the “Committee”) of Trajectory Alpha Acquisition Corp. (the “Company”) shall consist of at least three (3) directors from the Company’s board of directors (the “Board”) (subject to any phase-in exemption for newly listed companies). All members of the Committee shall (1) meet the applicable independence requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended; provided, however, that the Company may avail itself of any exemption or grace period from such requirement available to it under the rules of the New York Stock Exchange, including the “controlled company” exemption, and (2) otherwise meet the membership qualification requirements contained in this Nominating and Corporate Governance Committee Charter (this “Charter”). Members of the Committee shall be appointed by the Board annually and when a vacancy exists, in each case, in accordance with the Company’s amended and restated certificate of incorporation (as further amended, supplemented or otherwise modified from time to time, the “Certificate of Incorporation”), the Company’s by laws (as amended, supplemented or otherwise modified from time to time, the “By Laws”) and the Company’s corporate governance guidelines (“Corporate Governance Guidelines”), and may be removed by the Board at any time for any reason with or without cause.

II.	Purpose

The Committee’s primary purposes are to:

●

identify, screen and review individuals qualified to serve as members of the Board, consistent with the qualification standards and criteria approved by the Board;

●

recommend to the Board a slate of director nominees for election or reelection at the annual meeting of stockholders or to fill vacancies on the Board and the committees of the Board;

●

recommend to the Board the structure and membership of the committees of the Board;

●

coordinate and oversee the annual evaluations and self-evaluations of the Board, the committees of the Board, individual members of the Board and management;

●

develop and recommend to the Board and oversee the implementation of the Company’s Corporate Governance Guidelines;

●

review on a regular basis the Company’s Corporate Governance Guidelines and overall corporate governance and recommend to the Board any improvements or modifications thereto as and when necessary; and

●

make other recommendations to the Board with respect to corporate governance issues.

III.	Structure and Operations

The Board shall designate one of the members as Chair of the Committee. The Committee shall meet periodically at such times as it determines to be necessary, appropriate or advisable and shall periodically report to the Board regarding any issues, recommendations or findings as it deems appropriate. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee may act only upon approval of a majority of its members. The action of the Committee at a meeting at which a quorum is present shall be the act of the Committee. The Committee may act in writing by the unanimous consent of its members. The Committee may invite members of management to attend all or a portion of its meetings. The Committee shall have the opportunity at each regularly scheduled meeting to meet in executive session without the presence of management. The Committee may delegate any of its responsibilities to one or more subcommittees as it may deem appropriate to the extent allowed by applicable law and the rules of the New York Stock Exchange.

IV.	Authority and Resources

The Committee shall have the authority to select, retain and terminate any search firm engaged to assist in identifying director candidates and to approve the search firm’s fees and other retention terms. In addition, the Committee may engage outside legal or other advisors as the Committee determines to be necessary, appropriate or advisable in connection with the discharge of its responsibilities hereunder. The Company shall pay to any search firm or outside legal or other advisor retained by the Committee such compensation, including usual and customary expenses and charges, as shall be determined by the Committee. The Company also shall pay such ordinary administrative expenses of the Committee that are necessary, appropriate or advisable in carrying out its duties as shall be determined by the Committee.

V.	Responsibilities

The responsibilities of the Committee shall include the following, along with any other matters as the Board may delegate to the Committee from time to time; provided, however, that, to the extent the Certificate of Incorporation, the By Laws or the Company’s Corporate Governance Guidelines set forth procedures governing the nomination of directors to the Board or any committee of the Board, the Committee shall act in accordance with any such provisions in selecting and nominating directors. In addition, notwithstanding the following, the Committee shall not be responsible for recommending directors to the Board for election or reelection or to fill any vacancy or recommending candidates for any committee of the Board to the extent the right to nominate a director to fill any position on the Board or any committee of the Board has been granted by the Company to another party.

Recommend Criteria for Selection of Directors. The Committee is responsible for developing the criteria for the requisite skills and characteristics of new members of the Board as well as composition of the Board as a whole. The Committee shall periodically review and, if desirable, recommend changes to the criteria for the selection of new members of the Board as adopted by the Board from time to time and as set forth in the Company’s Corporate Governance Guidelines.

Recommend Director Candidates. The Committee shall recommend to the Board a slate of director nominees for election or reelection at each annual meeting of stockholders. The Committee shall identify, recruit and recommend to the Board only those candidates that the Committee believes are qualified to become members of the Board consistent with the criteria for selection of new directors adopted from time to time by the Board and shall consider the performance of incumbent directors in determining whether to recommend them for reelection. The Committee shall consider director nominees timely submitted by the Company’s stockholders in accordance with the notice provisions and procedures set forth in the Certificate of Incorporation and the By Laws and shall apply the same criteria to the evaluation of those director nominees as the Committee applies to other director nominees.

Fill Board and Committee Vacancies. The Committee shall propose to the Board director candidates to fill vacancies on the Board or the committees of the Board in the event of a director’s resignation, death or retirement, a change in composition requirements of the Board or a committee of the Board or the expansion of the Board or a committee of the Board in accordance with the Certificate of Incorporation and the By Laws.

Recommend Members of the Committees. The Committee shall recommend to the Board candidates to serve as members and Chairs of each of the Board’s committees in accordance with the terms of the Certificate of Incorporation, the By Laws and the Company’s Corporate Governance Guidelines. In recommending a director for committee membership, the Committee shall take into consideration the factors set forth in the charter of the applicable committee, if any, as well as any other factors it deems appropriate, including the Company’s Corporate Governance Guidelines, the consistency of the director’s experience and qualifications with the goals of the committee and the interplay of the director’s experience and qualifications with the qualifications and experience of the other members of the committee.

Review Committee Structures. The Committee shall periodically review and, if desirable, recommend to the Board changes in the number, responsibilities and membership of the committees of the Board and recommend that the Board establish any special committees as necessary to properly address ethical, legal or other matters that may arise from time to time.

Review Changed Circumstances of Directors. The Committee shall review the appropriateness of a director’s continued membership on the Board and any committees in light of any change in the director’s employment, relationship with the Company or any other changed circumstance that could affect such director’s independence, qualifications or availability.

Review Corporate Governance Guidelines. The Committee shall periodically review and reassess the adequacy of the Company’s Corporate Governance Guidelines and recommend to the Board any changes deemed appropriate.

Evaluate Stockholder Proposals. The Committee shall evaluate and make recommendations to the Board regarding stockholder proposals.

Annual Performance Evaluation. The Committee shall coordinate, administer and oversee the annual evaluations and self-evaluations of the Board, the committees of the Board, including a review of the Committee by its members, individual members of the Board and management and present the evaluations to the Board.

10.

Review Charter. The Committee shall review and reassess the adequacy of this Charter at least once a year and recommend any proposed changes to the Board.

VI.	Guidelines for Selecting Director Nominees

The Committee shall consider persons identified by its members, management, stockholders, investment bankers and others as determined advisable by the Committee. The guidelines for selecting director nominees are as follows:

the director nominee should have demonstrated notable or significant achievements in business, education or public service;

the director nominee should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

the director nominee should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

VII.	Adoption

This Charter supersedes and replaces any and all prior charters of the Nominating and Corporate Governance Committee of the Company.

Exhibit 99.4

Corporate Governance Guidelines

TRAJECTORY ALPHA ACQUISITION CORP.

CORPORATE GOVERNANCE GUIDELINES

(Effective as of December 9, 2021)

Trajectory Alpha Acquisition Corp. (the “Company”) is committed to developing effective, transparent and accountable corporate governance practices. These Corporate Governance Guidelines (these “Guidelines”) were approved by the Company’s board of directors (the “Board”) as a set of guiding principles by which the affairs of the Company will be governed. The Board intends that these Guidelines serve as a flexible framework within which the Board may conduct its business, not as a set of binding legal obligations.

These Guidelines do not change or interpret the Company’s amended and restated certificate of incorporation or by laws, or any amendment or restatement thereof, or any other governing documents, including the charters of any committee of the Board. These Guidelines are not intended to change or augment the obligations of the Company or its directors or management under the federal securities laws or rules and regulations of the applicable stock exchange on which the Company’s securities are then listed or to create new standards for determining whether directors or management have fulfilled their duties, including fiduciary duties under applicable law.

These Guidelines are subject to modification by the Board.

I.	RESPONSIBILITIES OF THE BOARD

Responsibilities of the Board

The business of the Company is conducted by management under the direction of the Chief Executive Officer. The Board’s responsibility is to oversee, on behalf of the stockholders, the conduct of the Company’s business, to provide advice and counsel to the Chief Executive Officer and senior management, to protect the Company’s best interests and to foster the creation of long-term value for stockholders.

Among other things, the Board’s decision-making responsibilities include:

review and approval of the Company’s plans, strategies, objectives and policies, as developed by the Chief Executive Officer and senior management;

approval of director candidates recommended by the nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”) for election by stockholders at the annual meeting; and

approval of material investments or divestitures, strategic transactions, related party transactions and other significant transactions not in the ordinary course of the Company’s business.

Among other things, the Board’s oversight responsibilities include monitoring and/or making inquiries concerning:

the Company’s performance in relation to its plans, strategies, financial and non-financial objectives;

the performance and effectiveness of the Company’s management team;

succession and development plans for key executives of the Company, including the Chief Executive Officer;

the various committees of the Board;

through the audit committee of the Board (the “Audit Committee”), evaluating the integrity of the Company’s accounting and financial reporting systems, including the audit of the Company’s annual financial statements by the independent registered public accounting firm, and that appropriate systems of control are in place. The Audit Committee reports to the Board on a regular basis and the Board, upon the recommendation of the Audit Committee, takes the actions that are necessary to ensure the integrity of the Company’s accounting and financial reporting systems and that appropriate controls are in place; and

the Company’s compliance with legal and regulatory requirements.

In carrying out their responsibilities, members of the Board will exercise their business judgment and act in ways that they reasonably believe will serve the best interests of the Company and its stockholders. As appropriate, the Board may also consider the interests of other stakeholders, including employees, customers, lenders and members of the communities in which the Company operates.

Expectations of Members of the Board

Members of the Board are expected to:

become and remain informed about the Company, its business and its industry;

attend all meetings of the Board and committees of the Board on which they serve, having read and considered any materials distributed in advance of the meeting; and

participate constructively in meetings of the Board and committees of the Board, drawing upon their individual experience, knowledge and background, as appropriate, to provide perspectives and insights.

II.	OPERATIONS OF THE BOARD

Board Size

The number of directors which shall constitute the Board shall be fixed from time to time in accordance with the provisions of the Company’s certificate of incorporation and by laws then in effect.

Board Independence

It is the Board’s policy that a majority of the directors will be “independent” as that term is defined in the listing standards of the New York Stock Exchange (“NYSE”); provided, however, that, pursuant to the exemption provided to “controlled companies” by the listing standards of the NYSE, for such time that the Company qualifies as a controlled company, as well as any phase-in period for listing in conjunction with an initial public offering, the Company shall not be required to comply with such director independence requirements. The Board may also examine other factors that will contribute to effective oversight and decision-making by the Board; provided, however, that, so long as the Company is subject to NYSE rules and regulations, the Company shall meet any requirements therein, including with respect to director independence.

Board Meetings

The Board plans to hold four (4) regular meetings annually and may hold additional or special meetings whenever necessary, but may hold fewer meetings prior to the Company’s initial business combination. Regular and special meetings of the Board may be held either in person or by conference call. The Board may also act by unanimous written consent.

Board Agendas

In preparation for meetings of the Board, the Chief Executive Officer, with support from the Chief Financial Officer and such other officers as the Chief Executive Officer or the Chief Financial Officer may designate, shall, to the extent applicable, disseminate to directors on a timely basis briefing materials regarding matters to be included in the meeting agenda, as well as minutes from prior meetings and any written reports by committees of the Board. Each member of the Board may suggest inclusion of items on the agenda and raise at any meeting of the Board subjects that are not specifically on the agenda for such meeting.

Board Materials Distributed in Advance

Information and materials that are important to the Board’s understanding of the agenda items and other topics to be considered at a meeting of the Board should, to the extent practicable and appropriate, be distributed sufficiently in advance of such meeting to permit prior review by the directors. Directors are expected to have reviewed and be prepared to discuss all materials distributed in advance of any meeting.

Board Committees

The Board currently has the following standing committees: Audit Committee, Nominating and Corporate Governance Committee and compensation committee of the Board (the “Compensation Committee”). The committees’ charters are posted on the Company’s website. From time to time, the Board may form a new committee or disband an existing committee depending on the circumstances. Each committee shall comply with the independence and other requirements established by applicable law and rules and regulations, including those of the Securities and Exchange Commission and NYSE, within any required timeframes.

The Nominating and Corporate Governance Committee may make recommendations to the Board relative to committee members and chairs consistent with the membership criteria outlined in the charter of the applicable committee. Committee appointments are subject to approval of the majority of the full Board. The Board may replace any committee chairs or members or add additional members to a committee of the Board at any time during the year.

Members of all standing committees are appointed by the Board. The Board determines the exact number of members and can at any time remove or replace a member of a committee of the Board. The chair of each committee of the Board will, in consultation with appropriate committee members and members of management and in accordance with such committee’s charter, determine the frequency and length of meetings of such committee and develop such committee’s agenda.

Separate Sessions of Independent Directors

NYSE rules and regulations require independent members of the Board to meet in regularly scheduled executive sessions without non-independent directors. The Board’s policy is to hold executive sessions without the presence of management, including the Chief Executive Officer and other non-independent directors, at such times and with such frequency as required by NYSE rules and regulations and as otherwise necessary. Committees of the Board may also meet in executive session as deemed appropriate.

III.	DIRECTOR QUALIFICATIONS AND BOARD COMPOSITION

Director Criteria

The Company seeks to align composition of the Board with the Company’s strategic direction so that members of the Board bring skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Director candidates are typically selected based on their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles as well as their professional and corporate expertise, skills and experience. Criteria that are typically considered by the Board in the selection of directors include:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

Regulatory Requirements

The Nominating and Corporate Governance Committee reviews composition of the Board and the committees of the Board at least annually to ensure that the Company complies with NYSE rules and regulations and any other regulatory requirements. In so doing, the Nominating and Corporate Governance Committee conducts a review of the independence of all members of the Board for the purposes of determining whether members of the Board are “independent” under applicable NYSE rules and regulations. Members of the Board must notify the chair of the Nominating and Corporate Governance Committee, as soon as practicable, in the event that their respective circumstances change in a manner that may impact the Nominating and Corporate Governance Committee’s view of their independence.

Nominating Process

The nominating process outlined in these Guidelines applies only with respect to the nomination of director candidates who will be presented to the Company’s stockholders for election at the annual meeting, if any. Where a third party has the right to propose for nomination one or more directors to the Board, the selection and nomination of such directors need not be subject to this process.

The Nominating and Corporate Governance Committee is responsible for screening and recommending to the Board nominees for election as directors of the Company, including nominees recommended by stockholders of the Company. When formulating its recommendations, the Nominating and Corporate Governance Committee will consider advice and recommendations from stockholders, management and others as it deems appropriate and will also take into account the performance of incumbent directors in determining whether to recommend them to stand for reelection at the annual meeting of stockholders.

After the completion of interviews (including, as appropriate, with other members of the Board, the Chief Executive Officer and other members of senior management) and reference checks of identified director candidates, the Nominating and Corporate Governance Committee will meet in person or by conference call to discuss and make recommendations to the Board with respect to the director candidates. The full Board will then vote on the committee’s recommendations. Those director candidates approved by a majority of the Board shall be nominated for election by the Company’s stockholders at the next annual meeting.

The chair of the Board and the Chief Executive Officer will contact any director candidate(s) so approved, invite them to attend the Company’s annual meeting and to join the Board at its first meeting thereafter, if they are elected by the Company’s stockholders at the annual meeting. In the case of a director candidate appointed between annual meetings, the same nominating process will generally apply except that the approved director candidate will be invited to join the Board at its next meeting after his or her approval by the Board.

Director Terms

Subject to any rights of the holders of any series of preferred stock to elect additional directors under specified circumstances, the directors of the Company shall director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject to such director’s earlier death, resignation, retirement, disqualification or removal. Directors who are appointed by third parties having the right to appoint one or more Board members shall be subject to the terms of appointment established by such third party pursuant to its legal rights with the Company.

Change of Position

The Board does not believe that directors who retire or change the position they held when they became a member of the Board should necessarily leave the Board. Promptly following such event, the director must notify the Nominating and Corporate Governance Committee, which shall review the continued appropriateness of the affected director remaining on the Board under the circumstances. The affected director is expected to act in accordance with the Nominating and Corporate Governance Committee’s recommendation following such review.

Limitations on Board Service

The Board does not believe that its members should generally be prohibited from serving on boards and/or committees of other organizations, and the Board has not adopted any guidelines limiting such activities. However, prior to becoming a director of another public company, a director of the Company shall notify the chair of the Nominating and Corporate Governance Committee, the chair of the Board and the Chief Executive Officer to address whether the aggregate number of directorships held by such director would interfere with his or her ability to carry out his or her responsibilities as a director of the Company. In addition, the Audit Committee will be informed if there is concern that any directorship with another company might create a conflict of interest. In the event that the Board determines that the additional directorship constitutes a conflict of interest or interferes with such director’s ability to carry out his or her responsibilities as a director of the Company, such director, upon the request of the Board, shall either offer his or her resignation or not accept the other directorship.

IV.	DIRECTOR ACCESS TO MANAGEMENT AND INDEPENDENT ADVISORS

Access to Management

Directors shall have full and unrestricted access to any relevant records of the Company and may request that any officer or other employee of the Company or the Company’s outside counsel or accountants meet with any members of, or consultants to, the Board or any committee of the Board. As a courtesy, directors will exercise their judgment to ensure that this access does not impede or interfere with the conduct of the Company’s business and is coordinated, where possible, through the Chief Executive Officer, so as not to undermine normal lines of management authority.

Access to Independent Advisors

In their sole discretion, the Board and each committee of the Board shall have the sole authority and responsibility to select, employ, retain and terminate any financial, legal, executive search, consulting and other professional advisors as they deem necessary or appropriate to assist in the discharge of their responsibilities. The Company shall pay the professional fees and reasonable expenses of any such independent advisors retained by the Board or any of its committees.

V.	DIRECTOR COMPENSATION

The Compensation Committee shall establish the amount and form of compensation to be paid to directors of the Company, if any. In making its recommendations, the Compensation Committee shall consider the director compensation policies at the Company’s competitors and other comparable companies to ensure that the total compensation the Company pays to its directors is reasonable. The Board shall review its directors’ compensation policy annually. Members of management who are also members of the Board shall not receive any additional compensation for their service as directors or members or chairs of the committees.

VI.	DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Director Orientation

New directors shall review such materials as are provided by the Company and participate in an orientation session designed jointly by the Nominating and Corporate Governance Committee, the Chief Executive Officer and the Company’s senior management in order to become familiar with the Company, specifically including its:

●

existing operations and financial performance;

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strategic plans and businesses;

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financial plans, goals and projections;

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core values, including its Code of Business Conduct and Ethics; and

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corporate governance practices, procedures and policies.

Continuing Education

The Nominating and Corporate Governance Committee shall endeavor to assure that all directors’ continuing education is adequate to permit them to fulfill their responsibilities. Directors are also encouraged to take advantage of any available educational opportunities that would further their understanding of the business of the Company and enhance their performance on the Board.

VII.	EXECUTIVE SUCCESSION PLANNING AND RETENTION

The Board will receive updates and recommendations from the Compensation Committee regarding retention and succession planning for the Chief Executive Officer and other key members of the Company’s senior management team. The plan of succession includes an assessment of the experience, performance, skills and planned career paths for possible successors for the Chief Executive Officer position and other key executive roles. The Compensation Committee leads the annual review of the Chief Executive Officer’s performance, in which all members of the Board provide input, and oversees the Chief Executive Officer’s performance review of senior executives for purposes of compensation decisions, succession planning and leadership development. The Chief Executive Officer shall also provide the Board with an assessment of potential successors to key executive positions within the Company.

VIII.

ANNUAL SELF-EVALUATION

The Board and each committee of the Board shall perform an annual self-evaluation of its performance, with a particular focus on overall effectiveness. The Nominating and Corporate Governance Committee is responsible for overseeing the self-evaluation process and proposing any modifications or alterations in practices, procedures or charters of the Board or committees of the Board. The self-evaluation results and any recommendations made by the Nominating and Corporate Governance Committee to enhance the Board’s functioning will be discussed by the full Board.

IX.	STOCKHOLDER ACCESS TO THE BOARD

Communications to the Board

Stockholders and other interested parties may contact any or all members of the Board by mail. Such correspondence should be sent to Trajectory Alpha Acquisition Corp., 99 Wall Street, #5801, New York, New York 10005. Other methods by which a person may contact the Board may be set forth on the Company’s website.

All communications received as set forth in the preceding paragraph will be opened by the Chief Executive Officer or the Chief Financial Officer for the sole purpose of determining whether the contents represent a message to the Board. The Chief Executive Officer or the Chief Financial Officer will forward copies of all correspondence that, in the opinion of the Chief Executive Officer or the Chief Financial Officer, deals with the functions of the Board or committees of the Board or that he or she otherwise determines requires the attention of any member, group or committee of the Board. The Chief Executive Officer or the Chief Financial Officer, as the case may be, will not forward other correspondence.

X.	PRE-CLEARANCE OF TRANSACTIONS

It is not permissible for any director or officer to engage in any transaction in the Company’s securities without first obtaining pre-clearance of the transaction from the Chief Financial Officer or, if the transaction involves the Chief Financial Officer, from the Chief Executive Officer. The officer providing such pre-clearance is referred to herein as the “Pre-Clearance Officer.” A request for pre-clearance should be submitted to the Pre-Clearance Officer at least two (2) days in advance of the proposed transaction. The Pre-Clearance Officer is under no obligation to approve, and may determine not to permit, any transaction submitted for preclearance. If pre-clearance is denied, such denial must be kept confidential by the person requesting pre-clearance. Unless otherwise provided, pre-clearance of a transaction is valid for three (3) business days. If the transaction is not executed within such time, the person requesting preclearance must request pre-clearance again.

Exhibit 99.5

Code of Business Conduct and Ethics

TRAJECTORY ALPHA ACQUISITION CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

(Effective as of December 9, 2021)

Introduction

The board of directors of Trajectory Alpha Acquisition Corp. (the “Board”) has adopted this code of business conduct and ethics (this “Code”), which is applicable to all directors, officers and employees, to:

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promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;

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promote compliance with applicable governmental laws, rules and regulations;

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deter wrongdoing; and

●

require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This Code may be amended only by resolution of the Board. In this Code, references to the “Company” mean Trajectory Alpha Acquisition Corp. and, in appropriate context, its subsidiaries.

II.

Honest, Ethical and Fair Conduct

Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordinating one’s principles are inconsistent with integrity. Service to the Company never should be subordinated to personal gain or advantage.

Each person must:

●

act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests;

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observe all applicable governmental laws, rules and regulations;

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comply with the requirements of applicable accounting and auditing standards, as well as the Company’s policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data;

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adhere to a high standard of business ethics and not seek a competitive advantage through unlawful or unethical business practices;

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deal fairly with the Company’s customers, suppliers, competitors and employees;

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refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;

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protect the assets of the Company and ensure their proper use;

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refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets or from using corporate assets, information or position for general personal gain outside the scope of employment with the Company; and

●

avoid “related-party transactions” or conflicts of interest, wherever possible, except under guidelines or resolutions approved by the Board or the appropriate committee of the Board, as applicable. For purposes of this Code, “related-party transactions” are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than five percent (5%) beneficial owner of the Company’s common stock or (c) immediate family member of the persons referred to in clause (a) or (b) has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than ten percent (10%) beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include the following:

●

any significant ownership interest in any supplier or customer;

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any consulting or employment relationship with any customer, supplier or competitor;

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any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;

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the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings;

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being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative;

●

selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and

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any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes—or even appears to interfere—with the interests of the Company as a whole.

III.

Disclosure

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:

●

not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and

●

in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chief Executive Officer and the Chief Financial Officer of the Company and each subsidiary of the Company (or persons performing similar functions) and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each person must promptly bring to the attention of the chair of the Audit Committee any information he or she may have concerning (i) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

IV.

Compliance

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

Reporting and Accountability

The Audit Committee is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chair of the Audit Committee promptly. Failure to do so is itself a breach of this Code. Specifically, each person must:

●

notify the chair of the Audit Committee promptly of any existing or potential violation of this Code; and

●

not retaliate against any other person for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing this Code and reporting on this Code:

●

the Audit Committee will take all appropriate action to investigate any breaches reported to it;

●

if the Audit Committee determines (by majority decision) that a breach has occurred, it will inform the Board; and

●

upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion, suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.

VI.

Waivers and Amendments

Any waiver (as defined below) or an implicit waiver (as defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or any amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC.

A “waiver” means the approval by the Board of a material departure from a provision of this Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.

All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

VII.

Other Policies and Procedures

Any other policy or procedure set forth by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.

VIII.

Inquiries

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Chief Financial Officer.

Cover	Jan. 09, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 09, 2024
Entity File Number	001-41143
Entity Registrant Name	Zalatoris Acquisition Corp.
Entity Central Index Key	0001846750
Entity Tax Identification Number	86-1837862
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	99 Wall Street
Entity Address, Address Line Two	Suite 5801
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	917
Local Phone Number	675-3106
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Public Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Public Warrant
Trading Symbol	TCOA-UN
Security Exchange Name	NYSE
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	TCOA
Security Exchange Name	NYSE
Public Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Public Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	TCOA-WT
Security Exchange Name	NYSE

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