UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2023
Trajectory Alpha 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
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (646) 450-2536
(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) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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 | 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.U | 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 WS | 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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (the “Amended Form 8-K”) is being filed as an amendment to the Current Report on Form 8-K filed by Trajectory Alpha Acquisition Corp. (the “Company”) on June 16, 2023 (the “Original Form 8-K”). The sole purpose of this amendment is to amend and replace in their entirety the sections under Items 5.03 and 7.01 in the Original Form 8-K with the information set forth in this Amended Form 8-K. This Amended Form 8-K does not otherwise change or update the disclosure set forth in the Original Form 8-K and does not otherwise reflect events after the Original Form 8-K was filed.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 14, 2023, the board of directors of Trajectory Alpha Acquisition Corp. (the “Company”) approved resolutions pursuant to which a certificate of amendment will be filed in the office of the Secretary of State of Delaware to change the Company’s name from “Trajectory Alpha Acquisition Corp.” to “Zalatoris Acquisition Corp.” (the “Name Change”). The Company’s CUSIP was inadvertently reported in the Original Form 8-K as 89301B 302, but it remains 89301B 203. Under Section 242 of the Delaware General Corporation Law, the Name Change does not require a special meeting of the stockholders to vote to adopt the new name. This Name Change will be effective as of June 26, 2023. Trading under the new name will begin on June 27, 2023.
Item 7.01. | Regulation FD Disclosure. |
On June 20, 2023, the Company issued a press release announcing the Name Change. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. | Exhibits. |
(d) Exhibits
Exhibit | Exhibit | |
99.1 | Press Release | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRAJECTORY ALPHA ACQUISITION CORP. | ||||||
Dated: June 20, 2023 | By: | /s/ Paul Davis | ||||
Paul Davis Chief Executive Officer and Director |