ZETA GLOBAL HOLDINGS CORP.

 

Up to $25,000,000 of Shares of Class A Common Stock

 

We are offering pursuant to this prospectus supplement and the accompanying prospectus up to $25,000,000 of shares (the "Shares") of our Class A common stock, par value $0.001 per share ("Class A common stock"), issuable in satisfaction of payment for services provided by a service provider (the "Holder"). The Shares will be issued under a contractual arrangement between us and the Holder over the next several fiscal quarters as payments become due (each such payment due date, a "Payment Date" and each issuance date for the Shares related to a Payment Date, an "Issuance Date").

 

The number of Shares to be issued on any Issuance Date will be equal to the dollar amount due to the Holder on the related Payment Date divided by the volume weighted average trading price for a share of Class A common stock during the five (5) consecutive trading day period ending on (and including) the last trading date prior to the applicable Payment Date (as adjusted for any share splits, reverse splits, share dividends, rights issuances, subdivisions, reorganizations and recapitalization).