Item 1.01. Entry into a Material Definitive Agreement.
On November 23, 2021, FTAC Zeus Acquisition Corp. (the "Company") consummated
the sale of 40,250,000 units (the "Units") in its initial public offering (the
"IPO"), which includes 5,250,000 Units purchased by the Underwriter to cover
over-allotments. Each Unit consists of one share of the Company's Class A common
stock, par value $0.0001 per share ("Common Stock"), and one half of one warrant
(each, a "Warrant"), where each whole Warrant entitles the holder to purchase
one share of Common Stock for $11.50 per share. The Units were sold in the IPO
at an offering price of $10.00 per Unit for gross proceeds of $402,500,000
(before underwriting discounts and commissions and offering expenses). Pursuant
to the Underwriting Agreement (defined below), the Company granted the
underwriter in the IPO (the "Underwriter") a 45-day option to purchase up to
5,250,000 additional Units solely to cover over-allotments, if any (the
"Over-Allotment Option"); and on November 22, 2021, the Underwriter notified the
Company that it was exercising the Over-Allotment Option in full. Immediately
following the consummation of the IPO, there were an aggregate of 56,038,333
shares of the Company's common stock issued and outstanding.
In connection with the closing of the IPO, the Company entered into the
following agreements, forms of which were previously filed as exhibits to the
Company's registration statement on Form S-1 (File No. 333-253995) for the IPO,
originally filed with the Securities and Exchange Commission (the "Commission")
on March 8, 2021 (as amended, the "Registration Statement"):
? An Underwriting Agreement, dated November 18, 2021 (the "Underwriting
Agreement"), between the Company and Citigroup Global Markets Inc.;
? An Investment Management Trust Agreement, dated November 18, 2021, between the
Company and Continental Stock Transfer & Trust Company;
? A Warrant Agreement, dated November 18, 2021, between the Company and
Continental Stock Transfer & Trust Company;
? A Registration Rights Agreement, dated November 18, 2021, between the Company
and certain security holders of the Company;
? A Letter Agreement, dated November 18, 2021, by and among the Company, its
officers and directors and certain of the Company's security holders;
? A Unit Subscription Agreement, dated November 18, 2021, between the Company and
FTAC Zeus Sponsor, LLC ("Sponsor"); and
? An Administrative Services Agreement, dated November 18, 2021, between the
Company and Sponsor.
A description of the material terms of each of these agreements is included in
the Registration Statement and incorporated herein by this reference.
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO, the Company consummated the
issuance and sale ("Private Placement") of 1,778,750 Units (the "Placement
Units") in a private placement transaction at a price of $10.00 per Placement
Unit, generating gross proceeds of $17,787,500. The Placement Units were
purchased by Sponsor. The Warrants included in the Placement Units are identical
to the Warrants included in the IPO Units except that, so long as they are held
by Sponsor or its permitted transferees (a) they (including the underlying
Common Stock) may not be transferred, assigned or sold until 30 days after the
consummation of the Company's initial business combination, subject to certain
limited exceptions, and (b) they are entitled to registration rights. No
underwriting discounts or commissions were paid with respect to such sale. The
issuance of the Placement Units was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth under Item 5.03 is incorporated herein by this
reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in
Fiscal Year.
On November 19, 2021, in connection with the IPO, the Company filed its amended
and restated certificate of incorporation (the "Amended and Restated
Certificate") with the Secretary of State of the State of Delaware. A
description of the material terms of the Amended and Restated Certificate is
included in the Registration Statement and incorporated herein by this
reference. In addition, a copy of the Amended and Restated Certificate is
attached hereto as Exhibit 3.1 and is incorporated herein by this reference.
Item 8.01. Other Events.
A total of $408,537,500 of the net proceeds from the IPO and the Private
Placement (which includes approximately $17,150,000 of the Underwriter's
deferred discount) were placed in a trust account established for the benefit of
the Company's public stockholders at JP Morgan Chase Bank, N.A., with
Continental Stock Transfer & Trust Company acting as trustee. Except for the
withdrawal of interest to pay taxes (or dissolution expenses if a business
combination is not consummated), none of the funds held in the trust account
will be released until the earlier of (i) the completion of the Company's
initial business combination, (ii) the redemption of any shares of Common Stock
issued in the IPO properly submitted in connection with a stockholder vote to
amend the Amended and Restated Certificate (A) to modify the substance or timing
of the Company's obligation to redeem 100% of its Common Stock if it does not
complete an initial business combination within 18 months from the completion of
the IPO (or 21 months from the completion of the IPO if the Company has executed
a letter of intent, agreement in principle or definitive agreement for its
initial business combination within 18 months from the completion of the IPO but
has not completed its initial business combination within such
18-month period) or (B) with respect to any other provisions relating to
stockholders' rights or pre-initial business combination activity and (iii) the
redemption of all shares of Common Stock issued in the IPO if the Company is
unable to consummate an initial business combination within 18 months from the
completion of the IPO (or 21 months from the completion of the IPO if the
Company has executed a letter of intent, agreement in principle or definitive
agreement for its initial business combination within 18 months from the
completion of the IPO but has not completed its initial business combination
within such 18-month period).
A copy of the press release issued by the Company on November 18, 2021 regarding
the pricing of the IPO is included as Exhibit 99.1 to this Current Report on
Form 8-K.
A copy of the press release issued by the Company on November 23, 2021 regarding
the closing of the IPO is included as Exhibit 99.2 to this Current Report on
Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated November 18, 2021, between the Company
and Citigroup Global Markets Inc.
3.1 Amended and Restated Certificate of Incorporation, filed with the
Secretary of State of the State of Delaware on November 19, 2021.
4.1 Warrant Agreement, dated November 18, 2021, between Continental Stock
Transfer & Trust Company and the Company.
10.1 Letter Agreement, dated November 18, 2021, by and among the Company
and certain security holders, officers and directors of the Company.
10.2 Investment Management Trust Agreement, dated November 18, 2021,
between Continental Stock Transfer & Trust Company and the Company.
10.3 Registration Rights Agreement, dated November 18, 2021, between the
Company and certain security holders of the Company.
10.4 Unit Subscription Agreement, dated November 18, 2021, between the
Company and FTAC Zeus Sponsor, LLC.
10.5 Administrative Services Agreement, dated November 18, 2021, between
the Company and FTAC Zeus Sponsor, LLC.
99.1 Press Release dated November 18, 2021 (pricing of the IPO).
99.2 Press Release dated November 23, 2021 (closing of the IPO).
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