Item 8.01. Other Events.
On December 13, 2022, FTAC Zeus Acquisition Corp. (the "Company") issued a
press release announcing that the special meeting of its stockholders (the
"Special Meeting") scheduled for Wednesday, December 14, 2022, is being
postponed to Wednesday, December 21, 2022. The Company decided to postpone the
Special Meeting in light of the amount of redemption requests it received in
connection with the meeting. The Company does not anticipate proceeding with
the Special Meeting or the proposals to be voted on therein if the related
redemption requests would result in the Company's trust account having a
remaining balance less than approximately $125 million.
At the Special Meeting, stockholders will be asked to vote on the following
proposals: (1) a proposal to approve an amendment to the Company's amended and
restated certificate of incorporation (the "Charter") to provide the Company's
Board of Directors (the "Board") with the right to accelerate the date by which
the Company must consummate an initial business combination 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 (such date,
the "Amended Termination Date"); provided that such date cannot be earlier than
sixty (60) days before the Original Termination Date (the "Charter Amendment")
(the "Charter Amendment Proposal"); (2) a proposal to approve an amendment to
the Investment Management Trust Agreement dated November 18, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as trustee,
to allow the trustee to liquidate the trust account (the "Trust Account")
established in connection with the Company's initial public offering at such
earlier time as may be determined by the Company as set forth in the Charter
Amendment (the "Trust Amendment Proposal" and together with the Charter
Amendment Proposal, the "Proposals"); and (3) a proposal to approve the
adjournment of the Special Meeting to a later date, if necessary, under certain
circumstances, including, but not limited to, for the purpose of soliciting
additional proxies in favor of the Charter Amendment Proposal and Trust
Amendment Proposal, in the event the Company does not receive the requisite
stockholder vote to approve the Proposals.
As a result of this change, the Special Meeting will now be held at 11:00 a.m.,
Eastern Time, on Wednesday, December 21, 2022, via a virtual meeting link
at https://www.cstproxy.com/ftaczeus/2022. Also, as a result of this change, the
Company has extended the deadline for holders of the Company's Class A common
stock issued in the Company's initial public offering to submit their shares for
redemption in connection with the Proposals to Monday, December 19, 2022.
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's Class A
common stock and Class B common stock as of the close of business on November 8,
2022, the record date for the Special Meeting, are entitled to vote at the
Special Meeting.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
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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 (the
"Securities Act"), 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 "SEC"). 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.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Proposals. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the definitive proxy statement dated
November 16, 2022 (the "Proxy Statement"), which may be obtained free of charge
from the sources indicated below.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Proposals. This communication shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the
Company and the Proposals. Stockholders may obtain copies of the Proxy
Statement, without charge, at the SEC's website at www.sec.gov or by directing a
request to the Company's proxy solicitor, Morrow Sodali LLC, at 333 Ludlow
Street, 5th Floor, South Tower, Stamford, Connecticut 06902,
ZING.info@investor.morrowsodali.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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