Anteco Systems S.L. entered into a definitive Business Combination Agreement to acquire Zalatoris Acquisition Corp. (NYSE:TCOA) in a reverse merger transaction for approximately $150 million on September 8, 2023. The Parties will (i) cause Anteco to issue ordinary shares of Anteco (? Holdco Shares ?) with an aggregate value of $74.35 million to J. Streicher; (ii) effect the merger of Merger Sub with and into the Zalatoris, with Zalatoris continuing as the surviving entity and a wholly-owned subsidiary of Anteco. Zalatoris will issue shares of the Class A common stock, par value $0.0001 per to Holdco, with such amount of shares to be determined in accordance with the terms of the Business Combination Agreement, (b) all of the issued and outstanding shares of Class A Common Stock of the Company held by the Zalatoris stockholders (other than Holdco) will be converted into Anteco Shares at a one-for-one ratio, and (c) each outstanding warrant of the Zalatoris will be assumed by Anteco and automatically adjusted to become exercisable to purchase one Anteco Share. Anteco will, prior to completion of the Merger, re-register as an Irish public company limited by shares and change its name to ?AnyTech365 plc".

The transaction is subject to shareholder approval of Zalatoris and Anteco, the receipt of certain regulatory approvals. Registration statement being effective, Listing approval for shares of Anteco Systems on NYSE. Zalatoris' execution of Employment Agreements with each of Georgi Medzhidiliev, Carla Morales, Miquel Ángel Casales Ruiz. Each Lock-Up Agreement, Escrow Agreement, and Non-Competition Agreement shall be executed. As a condition to closing the reorganization of the AnyTech board of directors to consist of seven (7) directors. Zalatoris board unanimously approved the transaction. The transaction is expected to close on March 14, 2024.

Andrew M. Tucker of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to Zalatoris Acquisition Corp. Juan Jose Ruiz of Cuatrecasas, Gonçalves Pereira, S.L.P. acted as legal advisor to Anteco Systems S.L. Continental Stock Transfer & Trust Company is acting as Transfer Agent to Zalatoris in the transaction. Laurel Hill Advisory Group, LLC acted as proxy solicitor to Zalatoris.