Current Report Filing (8-k)
14 November 2022 - 10:02PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 10, 2022
FTAC ZEUS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-41082 |
|
85-4260524 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
2929 Arch Street, Suite 1703, Philadelphia, PA |
|
19104 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (215) 701-9555
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 to 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 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 warrant |
|
ZINGU |
|
NASDAQ Global Market |
Class A common stock, par value $0.0001 per share |
|
ZING |
|
NASDAQ Global Market |
Warrants, each whole warrant exercisable for one share of Class A common stock |
|
ZINGW |
|
NASDAQ Global Market |
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.
On November 1, 2022, FTAC Zeus Acquisition Corp.
(the “Company”) filed a preliminary proxy statement to hold a special meeting (the “Special Meeting”) to seek
stockholder approval to adopt an amendment to its Amended and Restated Certificate of Incorporation (“Charter”) and to the
Investment Management Trust Agreement dated November 18, 2021, to allow the Company to accelerate the date by which the Company must cease
all operations, redeem all of its outstanding public shares, and liquidate from May 23, 2023 (or by August 23, 2023 if the Company
has executed a letter of intent, agreement in principle or definitive agreement for its initial business combination, but has not completed
such business combination, by May 23, 2023) (the “Original Termination Date”), to such earlier date as determined by
the Board of Directors; provided that such date cannot be earlier than sixty (60) days before the Original Termination Date.
In connection with the Special Meeting and the
Charter amendment, holders of the Company’s Class A common stock have the right to optionally redeem their shares for a pro rata
portion of the Company’s trust account (the “Optional Redemption”), provided that the Charter amendment is approved
and implemented, and further provided that such Optional Redemptions do not result in the Company having less than $5,000,001 in net tangible
assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”)).
Upon further consideration, the Company has determined that it does not expect to proceed with the intended amendments if the Optional
Redemptions would result in the Company’s trust account having a remaining balance less than a certain threshold amount, which amount
is currently anticipated to be approximately $150 million.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking
statements can generally be identified by the use of forward-looking terminology such as “may,” “trend,” “will,”
“continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look
forward” or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual actions
and results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied
by such forward-looking statements. Factors that can affect future results include, but are not limited to, those discussed under the
heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in the Company’s filings
with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement to
reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may
be required by law.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: November 10, 2022 |
FTAC ZEUS ACQUISITION CORP. |
|
|
|
By: |
/s/ Ryan M. Gilbert |
|
Name: |
Ryan M. Gilbert |
|
Title: |
President and Chief Executive Officer |
2
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