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): ~~December~~February 1924, ~~2022~~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
(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 to 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
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 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~December~~ 19February 24, ~~2022~~2023, FTAC Zeus Acquisition Corp. (“we,” “us” or the “Company”) issued a ~~press~~promissory ~~release~~note ~~announcing~~(the ~~its~~“Promissory ~~decision~~Note”) to ~~cancel its~~FTAC ~~special~~Zeus ~~meeting~~Sponsor, LLC (the “Lender”), one of ~~stockholders~~the ~~that~~Company’s ~~was~~sponsors. ~~scheduled~~Pursuant ~~for~~to ~~December~~the 21Promissory Note, ~~2022~~the ~~and~~Lender agreed to ~~withdraw~~loan ~~from~~us ~~consideration~~up byto ~~the~~an ~~stockholders~~aggregate principal amount of ~~the Company~~$1,500,000. ~~the~~The ~~proposals~~Promissory ~~set~~Note ~~forth~~is innon-interest bearing and all outstanding amounts under the ~~Company’s~~Promissory ~~Definitive~~Note ~~Proxy~~will ~~Statement~~be due on ~~Schedule~~the ~~14A~~date ~~filed~~on ~~with~~which we consummate a business combination (the ~~Securities~~“Maturity ~~and~~Date”). ~~Exchange~~If ~~Commission~~we ondo ~~November~~not 16consummate a business combination, ~~2022.~~we ~~The~~may ~~Company~~use ~~decided~~a toportion ~~cancel~~of any funds held outside the ~~meeting~~trust ~~because~~account into which we have placed the ~~amount~~proceeds of ~~redemption~~our ~~requests~~initial itpublic ~~received~~offering ~~would have~~(the ~~resulted~~“IPO”) into repay the ~~trust~~Promissory ~~account~~Note; ~~falling~~however, ~~below~~no ~~$125~~proceeds ~~million.~~from ~~The~~the ~~Company~~trust account ~~had~~may ~~previously~~be ~~announced~~used ~~that~~for itsuch ~~did~~repayment. ~~not~~If ~~anticipate~~such ~~proceeding with~~funds are insufficient to repay the ~~meeting~~Promissory ifNote, the ~~trust~~unpaid ~~account~~amounts would ~~fall~~be ~~below~~forgiven. No portion of the ~~$125~~amounts ~~million~~outstanding ~~threshold.~~under ~~The~~the ~~Company~~Promissory ~~intends~~Note tomay ~~continue~~be inconverted ~~its~~into ~~purpose~~units at a price of ~~consummating~~ an$10.00 ~~initial~~per ~~business~~unit, ~~combination~~which ~~prior~~would have tobeen ~~its~~permissible ~~scheduled~~as ~~termination~~described ~~date~~in the prospectus filed in ~~August~~connection with the IPO. On February 24, 2023, we borrowed $300,000 under the Promissory Note.

AItem ~~copy~~2.03. Creation of ~~the~~a ~~press~~Direct ~~release~~Financial isObligation ~~attached~~or asan ~~Exhibit~~Obligation ~~99.1~~under toan ~~this~~Off-Balance ~~Current Report~~Sheet onArrangement ~~Form~~of ~~8-K~~a Registrant.

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
99.1		Press release
10.1		Promissory Note dated February 24, 2023 made by FTAC Zeus Acquisition Corp. to the order of FTAC Zeus Sponsor, LLC.
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: December 19, 2022	FTAC ZEUS ACQUISITION CORP.
Dated: February 24, 2023	FTAC ZEUS ACQUISITION CORP.
	By:	/s/ Ryan M. Gilbert
	Name:	Ryan M. Gilbert
	Title:	President and Chief Executive Officer

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