UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 07, 2024 |
ZETA GLOBAL HOLDINGS CORP.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-40464 | 80-0814458 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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3 Park Ave, 33rd Floor | |
New York, New York | | 10016 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 212 967-5055 |
(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 of 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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Class A common stock, par value $0.001 per share | | ZETA | | The New York Stock Exchange |
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 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On October 8, 2024, Zeta Global Holdings Corp. (“Zeta”) issued a press release announcing that it had entered into the Merger Agreement (as defined below) and is re-affirming its revenue and adjusted EBITDA guidance for the quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Zeta will host a conference call today, Tuesday, October 8, 2024, at 4:30 p.m. Eastern Time to discuss the transactions contemplated by the Merger Agreement. A supplemental earnings presentation and a live webcast of the conference call can be accessed from Zeta’s investor relations website (investors.zetaglobal.com) where they will remain available for one year.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On October 7, 2024, Zeta entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Lightspeed Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Zeta (“Merger Sub 1”), Lightspeed Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Zeta (“Merger Sub 2”, and together with Merger Sub 1, “Merger Subs”), LiveIntent, Inc., a Delaware corporation (“LiveIntent”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the LiveIntent securityholders.
Upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”), all outstanding shares of LiveIntent capital stock, restricted stock units representing the right to receive LiveIntent capital stock, options to purchase LiveIntent capital stock and warrants to purchase LiveIntent capital stock will be cancelled in exchange for aggregate consideration of $250 million (the “Purchase Price”) plus potential earnout payments of up to $75 million based on the achievement of certain performance targets. $77.5 million of the Purchase Price will be paid in the form of cash consideration, subject to customary adjustments and holdback arrangements in accordance with the Merger Agreement. $172.5 million of the Purchase Price will be paid in the form of shares of Class A common stock of Zeta, par value $0.001 per share (“Zeta Stock”). The number of shares of Zeta Stock to be issued in connection with the Merger (such shares, the “Stock Consideration”) will be determined using a per share value calculated as the daily volume weighted average sales price per share of Zeta Stock on the New York Stock Exchange for each of the 30 consecutive trading days ending on and including the trading day immediately prior to the date of Closing.
Zeta intends to issue the Stock Consideration in reliance upon the exemptions from registration afforded by Section 4(a)(2), Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S promulgated under the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the expected completion of the transactions contemplated by the Merger Agreement, including the issuance and amount of the Stock Consideration, and the time frame in which any of this will occur, if at all. Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks related to, among other things, regulatory approval of the acquisition of LiveIntent or that other conditions to the Closing may not be satisfied, the potential impact on the business of LiveIntent due to the announcement of the acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, and general economic conditions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the “Risk Factors” section of Zeta’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements included herein are made only as of the date hereof, and Zeta undertakes no obligation to revise or update any forward-looking statements, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
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| | | Zeta Global Holdings Corp. |
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Date: | October 8, 2024 | By: | /s/ Christopher Greiner |
| | | Christopher Greiner
Chief Financial Officer |
