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): ~~February~~August 2421, 2023

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
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 toof 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
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, 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 1 8.01. Other ~~Entry into a Material Definitive Agreement~~Events.

On ~~February~~August 2421, 2023, FTAC Zeus Acquisition Corp. (~~“we,” “us” or~~ the “Company”) issued a ~~promissory~~press ~~note~~release ~~(the~~announcing ~~“Promissory~~its ~~Note”)~~decision to ~~FTAC Zeus~~cancel ~~Sponsor,~~its ~~LLC~~special ~~(the~~meeting ~~“Lender”), one~~ of ~~the~~stockholders ~~Company’s~~that ~~sponsors.~~was ~~Pursuant~~scheduled for toAugust ~~the Promissory Note~~21, ~~the~~2023 ~~Lender~~and ~~agreed~~ to ~~loan~~withdraw usfrom upconsideration toby anthe ~~aggregate~~stockholders ~~principal amount~~ of ~~$1,500,000.~~the ~~The~~Company ~~Promissory~~the ~~Note~~proposals isset ~~non-interest~~forth ~~bearing~~in ~~and~~the ~~all outstanding amounts~~Company’s ~~under~~Definitive ~~the~~Proxy ~~Promissory~~Statement ~~Note~~on ~~will~~Schedule be14A ~~due~~filed onwith the ~~date~~Securities onand ~~which~~Exchange weCommission ~~consummate a business combination~~ (the “~~Maturity Date~~SEC”). ~~If we~~on doAugust ~~not~~3, ~~consummate~~2023. The aCompany ~~business~~has ~~combination,~~also weannounced ~~may~~that ~~use~~it awill ~~portion~~redeem all of ~~any~~its ~~funds~~outstanding ~~held~~shares ~~outside~~of ~~the~~Class ~~trust~~A ~~account~~common ~~into~~stock ~~which~~that wewere ~~have~~included ~~placed~~ in the ~~proceeds~~units issued ofin ~~our~~its initial public offering (the “~~IPO”)~~Class toA ~~repay~~Common ~~the Promissory Note; however~~Stock”), noeffective ~~proceeds~~as ~~from~~of the ~~trust account~~close ~~may~~of bebusiness ~~used~~on ~~for~~August ~~such~~23, ~~repayment. If such funds are insufficient to repay the Promissory Note~~2023, as the ~~unpaid~~Company ~~amounts~~will ~~would~~not beconsummate ~~forgiven. No~~an ~~portion~~initial ofbusiness ~~the~~combination ~~amounts~~within ~~outstanding under~~ the ~~Promissory~~time ~~Note~~period ~~may~~required beby ~~converted~~the ~~into~~Company’s ~~units at a price of $10~~charter.00 ~~per~~A ~~unit, which would~~copy ~~have~~of ~~been permissible as described in~~ the ~~prospectus~~press ~~filed~~release inis ~~connection~~attached ~~with~~hereto ~~the~~as ~~IPO~~Exhibit 99.1 Onand ~~February~~is ~~24,~~incorporated ~~2023,~~herein weby ~~borrowed $300,000 under the Promissory Note~~reference.

~~Item~~The ~~2.03.~~Company ~~Creation~~expects that the last day of trading of the Class A Common Stock and its units on the Nasdaq stock market will be August 22, 2023, following which the Company expects that Nasdaq will file a ~~Direct~~Form ~~Financial~~25 ~~Obligation~~with orthe anSEC ~~Obligation~~to delist its securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under anthe ~~Off-Balance~~Securities ~~Sheet~~and ~~Arrangement~~Exchange Act of a1934, ~~Registrant~~as amended.

See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		Promissory Note dated February 24, 2023 made by FTAC Zeus Acquisition Corp. to the order of FTAC Zeus Sponsor, LLC.
99.1		Press Release dated August 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 24, 2023	FTAC ZEUS ACQUISITION CORP.
Dated: August 21, 2023	FTAC ZEUS ACQUISITION CORP.
	By:	/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	President and Chief Executive Officer

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