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.
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