Statement of Ownership (sc 13g)
05 February 2022 - 8:38AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
FTAC
Zeus Acquisition Corp.
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
30320F
106
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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*
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The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
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The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 30320F 106
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1.
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Names
of reporting persons.
FTAC
Zeus Sponsor, LLC
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2.
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Check
the appropriate box if a member of a group (see instructions)
(a) ☐ (b)
☐
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3.
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SEC use
only
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4.
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Citizenship
or place of organization
Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole
voting power
0
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6.
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Shared
voting power
8,993,750**
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7.
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Sole
dispositive power
0
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8.
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Shared
dispositive power
8,993,750**
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9.
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Aggregate
amount beneficially owned by each reporting person
8,993,750**
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10.
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Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
N/A
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11.
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Percent
of class represented by amount in Row (9)
16.0%
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12.
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Type
of reporting person (see instructions)
OO
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**
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See
Item 4 of this filing.
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CUSIP No. 30320F 106
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1.
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Names
of reporting persons.
FTAC
Zeus Advisors, LLC
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2.
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Check
the appropriate box if a member of a group (see instructions)
(a) ☐ (b)
☐
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3.
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SEC use
only
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4.
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Citizenship
or place of organization
Delaware
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|
Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
|
Sole
voting power
0
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6.
|
Shared
voting power
6,794,583**
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7.
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Sole
dispositive power
0
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8.
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Shared
dispositive power
6,794,583**
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9.
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Aggregate
amount beneficially owned by each reporting person
6,794,583**
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10.
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Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
N/A
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11.
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Percent
of class represented by amount in Row (9)
12.1%
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12.
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Type
of reporting person (see instructions)
OO
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**
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See
Item 4 of this filing.
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CUSIP No. 30320F 106
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1.
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Names
of reporting persons.
Ryan
M. Gilbert
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2.
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Check
the appropriate box if a member of a group (see instructions)
(a) ☐ (b)
☐
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3.
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SEC use
only
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4.
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Citizenship
or place of organization
United
States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
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Sole
voting power
0
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6.
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Shared
voting power
15,788,333**
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7.
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Sole
dispositive power
0
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8.
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Shared
dispositive power
15,788,333**
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9.
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Aggregate
amount beneficially owned by each reporting person
15,788,333**
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10.
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Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
N/A
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11.
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Percent
of class represented by amount in Row (9)
28.2%
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12.
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Type
of reporting person (see instructions)
IN
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**
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See
Item 4 of this filing.
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CUSIP No. 30320F 106
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1.
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Names
of reporting persons.
Daniel
G. Cohen
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2.
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Check
the appropriate box if a member of a group (see instructions)
(a) ☐ (b)
☐
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3.
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SEC use
only
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4.
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Citizenship
or place of organization
United
States
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
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5.
|
Sole
voting power
0
|
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6.
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Shared
voting power
15,788,333**
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7.
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Sole
dispositive power
0
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8.
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Shared
dispositive power
15,788,333**
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9.
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Aggregate
amount beneficially owned by each reporting person
15,788,333**
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10.
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Check
if the aggregate amount in Row (9) excludes certain shares (see instructions)
N/A
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11.
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Percent
of class represented by amount in Row (9)
28.2%
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12.
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Type
of reporting person (see instructions)
IN
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**
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See
Item 4 of this filing.
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Item 1.
FTAC
Zeus Acquisition Corp. (the “Issuer”)
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(b)
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Address
of Issuer’s Principal Executive Offices
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2929
Arch Street, Suite 1703
Philadelphia,
PA 19104
Item 2.
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(a)
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Name of
Person Filing
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(1)
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FTAC Zeus
Sponsor, LLC
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(2)
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FTAC Zeus
Advisors, LLC
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(4)
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Daniel
G. Cohen (collectively, the “Reporting Persons”)
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(b)
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Address
of Principal Business Office or, if none, Residence
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The
business address of each of the Reporting Persons is c/o FTAC Zeus Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA
19104.
Each
of FTAC Zeus Sponsor, LLC and FTAC Zeus Advisors, LLC is a Delaware limited liability company. Each of Mr. Gilbert and Mr. Cohen is a
United States citizen.
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(d)
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Title
of Class of Securities
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Class
A common stock, par value $0.0001 per share
30320F
106
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Item 3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8) ;
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
The
information required by Items 4(a)-(c) is set forth in Rows 1 and 5 through 11 of the cover page for each Reporting Person and is incorporated
herein by reference for each such Reporting Person. The beneficial ownership percentage for each Reporting Person is based on 56,038,333
of the Issuer’s common shares outstanding as of November 23, 2021.
FTAC
Zeus Sponsor, LLC (“FTAC Sponsor”) is the direct beneficial owner of 1,778,750 shares of the Issuer’s Class A common
stock and 7,215,000 shares of the Issuer’s Class B common stock. FTAC Zeus Advisors, LLC (“Advisors” and together with
FTAC Sponsor, the “Sponsors”) is the direct beneficial owner of 6,794,583 shares of the Issuer’s Class B common stock.
The shares of Class B common stock held by the Sponsors will automatically convert into shares of Class A common stock at the time of
the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents.
Each
Sponsor is co-managed by Mr. Gilbert and Mr. Cohen. As a result of the foregoing, each of Mr. Gilbert and Mr. Cohen may be deemed to
share voting and investment power over the Issuer’s common shares held directly by the Sponsors. Each of Mr. Gilbert and Mr. Cohen
disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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N/A
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Item 6.
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Ownership of More than Five Percent on
Behalf of Another Person.
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See
Item 4.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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N/A
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Item 8.
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Identification and Classification of Members
of the Group
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N/A
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Item 9.
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Notice
of Dissolution of Group.
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N/A
N/A
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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February
4, 2022
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FTAC
ZEUS SPONSOR, LLC
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By:
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/s/
Daniel G. Cohen
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Name:
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Daniel G. Cohen
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Title:
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Manager
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FTAC
ZEUS ADVISORS, LLC
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By:
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/s/
Daniel G. Cohen
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Name:
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Daniel G. Cohen
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Title:
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Manager
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/s/
Ryan M. Gilbert
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Ryan
M. Gilbert
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/s/
Daniel G. Cohen
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Daniel
G. Cohen
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EXHIBIT
I
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
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DATED
as of February 4, 2022
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FTAC
ZEUS SPONSOR, LLC
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By:
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/s/
Daniel G. Cohen
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Name:
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Daniel
G. Cohen
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Title:
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Manager
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FTAC
ZEUS ADVISORS, LLC
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By:
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/s/
Daniel G. Cohen
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Name:
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Daniel G. Cohen
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Title:
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Manager
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/s/
Ryan M. Gilbert
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Ryan
M. Gilbert
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/s/
Daniel G. Cohen
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Daniel
G. Cohen
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9
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