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EX-99.1 - EXHIBIT 99.1 - ZAIS Group Holdings, Inc.tv494442_ex99-1.htm




Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 17, 2018



(Exact name of registrant as specified in its charter)


Delaware 001-35848 46-1314400
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)


Two Bridge Avenue, Suite 322

Red Bank, NJ

(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (732) 978-7518


(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 (see General Instruction A.2. below):


  ¨ 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))


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 x


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 7.01.Regulation FD Disclosure.


On May 17, 2018, ZAIS Group Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that, at its annual meeting of stockholders held on May 17, 2018, the stockholders of the Company voted to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 11, 2018, by and among the Company, ZGH Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Z Acquisition LLC, a Delaware limited liability company of which Christian Zugel, the Company’s Chairman and Chief Investment Officer, is the sole managing member. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger. A full text of the Press Release, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.


The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01. This information (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 liabilities of that Section, or incorporated by reference into any filing 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 9.01.Financial Statements and Exhibits.


(d)        Exhibits


Exhibit No.   Description
99.1   Press Release, dated May 17, 2018







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.


  By:   /s/ Nisha Motani
    Nisha Motani
    Chief Financial Officer


Date: May 17, 2018