SEC Comment Letter 0000000000-23-007950 to FTAC ZEUS ACQUISITION CORP. (CIK 0001844270)
FTAC ZEUS ACQUISITION CORP. (CIK 0001844270)
Date: July 25, 2023 · CIK: 0001844270 · Accession: 0000000000-23-007950
AI Filing Summary & Sentiment
File numbers found in text: 001-41082
Letter
United States securities and exchange commission logo July 25, 2023 Ryan Gilbert Chief Executive Officer FTAC Zeus Acquisition Corp. 2929 Arch Street Suite 1703 Philadelphia, PA 19104 Re:FTAC Zeus Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed July 18, 2023 File No. 001-41082 Dear Ryan Gilbert: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameRyan Gilbert Comapany NameFTAC Zeus Acquisition Corp. July 25, 2023 Page 2 FirstName LastName Ryan Gilbert FTAC Zeus Acquisition Corp. July 25, 2023 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Mark E. Rosenstein, Esq.
Show Raw Text
United States securities and exchange commission logo
July 25, 2023
Ryan Gilbert
Chief Executive Officer
FTAC Zeus Acquisition Corp.
2929 Arch Street
Suite 1703
Philadelphia, PA 19104
Re:FTAC Zeus Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed July 18, 2023
File No. 001-41082
Dear Ryan Gilbert:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameRyan Gilbert
Comapany NameFTAC Zeus Acquisition Corp.
July 25, 2023 Page 2
FirstName LastName
Ryan Gilbert
FTAC Zeus Acquisition Corp.
July 25, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Mark E. Rosenstein, Esq.