DNZ.U / D and Z Media Acquisition Corp. Units, each consisting of one share of Class A and one- - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39934 D and Z Media Acquisition Corp. (Exact name of registrant as speci

DNZ / D and Z Media Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* D and Z Media Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23305Q106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Ch

DNZ / D and Z Media Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 D & Z Media Acquisition Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23305Q106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

DNZ / D and Z Media Acquisition Corp. / Centiva Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

DNZ / D and Z Media Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gadandzmedia.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) D and Z Media Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23305Q106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this State

Other Events

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 Date of report (Date of earliest event reported): February 7, 2023 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (C

DNZ / D and Z Media Acquisition Corp. / Centiva Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 21, 2023, pursuant to the provisions of Rule 12d2-2 (a).

D AND Z MEDIA ACQUISITION CORP. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

Exhibit 99.1 D AND Z MEDIA ACQUISITION CORP. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination Atlanta, Georgia, January 23, 2023 — D and Z Media Acquisition Corp. (NYSE: DNZ) (the “Company”) today announced that it will redeem all of the outstanding shares of its Class A common stock (the “public shares”), effective as of the close of business on February 7, 20

Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): January 23, 2023 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Date of report (Date of earliest event reported): December 27, 2022 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (

Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated December 20, 2022

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF D AND Z MEDIA Acquisition Corp. December 20, 2022 D and Z Media Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?D and Z Media Acquisition Corp.? The original Certificate of Incorpora

Amendment to Investment Management Trust Agreement, dated December 20, 2022, between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made effective as of December 20, 2022, by and between D and Z Media Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?), and amends that cert

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of report (Date of earliest event reported): December 19, 2022 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (

Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): December 15, 2022 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

D AND Z MEDIA ACQUISITION CORP. ANNOUNCES INCREASED CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION

Exhibit 99.1 D AND Z MEDIA ACQUISITION CORP. ANNOUNCES INCREASED CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Atlanta, Georgia, December 15, 2022 ? D and Z Media Acquisition Corp. (NYSE: DNZ) (the ?Company?) today announced that, in connection with the previously announced special meeting in lieu of the 2022 annual meeting of stockholders of the Company to be held at 1:30 p

Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): December 7, 2022 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction (Commission File Num

D AND Z MEDIA ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF Special Meeting of Stockholders to DECEMBER 19, 2022

Exhibit 99.1 D AND Z MEDIA ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF Special Meeting of Stockholders to DECEMBER 19, 2022 Atlanta, Georgia, December 7, 2022 ? D and Z Media Acquisition Corp. (NYSE: DNZ) (the ?Company?) today announced that the special meeting in lieu of the 2022 annual meeting of stockholders of the Company (the ?Special Meeting?), originally scheduled for 12:00 p.m. Eastern Time

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 ea169432-defa14adandzmedia.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential,

D AND Z MEDIA ACQUISITION CORP. ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION

Exhibit 99.1 D AND Z MEDIA ACQUISITION CORP. ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION Atlanta, Georgia, November 30, 2022 ? D and Z Media Acquisition Corp. (NYSE: DNZ) (the ?Company?) today announced that, in connection with the previously announced special meeting in lieu of the 2022 annual meeting of stockholders of the Company to be held at 12:00 p.m. Easte

Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): November 30, 2022 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (

Other Events

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 Date of report (Date of earliest event reported): November 22, 2022 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14A 1 prer14a1122dandzmediaacq.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39934 D and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 pre14a1022dandzmediaacq.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39934 D and Z Me

DNZ / D and Z Media Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* D and Z Media Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 23305Q106 (CUSIP Number) May 23, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39934 D and Z M

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of D and Z Media Acquisition Corp., a Delaware corporation (?we,? ?us,? ?our? or ?the company?), is not intended to be a complete summary of the rights and preferences of such securities and is subject to a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39934 D and Z Media

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 ea157766-nt10kdandzmediaacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: December 31, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Repo

DNZ / D and Z Media Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 D & Z Media Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23305Q106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

DNZ / D and Z Media Acquisition Corp. / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

SC 13G 1 d291643dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) D and Z Media Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23305Q106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Sta

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

DNZ / D and Z Media Acquisition Corp. / D & Z Media Holdings LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea155498-13gholdingsdandz.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* D and Z Media Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 23305Q106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39934 D and

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 Date of report (Date of earliest event reported): November 12, 2021 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39934 (Commission

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 Date of report (Date of earliest event reported): September 28, 2021 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation)

Promissory Note issued in favor of D and Z Media Holdings LLC, dated September 28, 2021

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39934 D and Z Me

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 Date of report (Date of earliest event reported): May 23, 2021 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39934 D and Z M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

D AND Z MEDIA ACQUISITION CORP. COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON MARCH 18, 2021

Exhibit 99.1 D AND Z MEDIA ACQUISITION CORP. COMMON STOCK AND WARRANTS TO COMMENCE TRADING SEPARATELY ON MARCH 18, 2021 ATLANTA, Mar. 15, 2021 /PRNewswire/ - D and Z Media Acquisition Corp. (NYSE: DNZ.U) (the ?Company?) today announced that the holders of the Company?s units may elect to separately trade the Class A common stock and warrants underlying the units commencing March 18, 2021. Those un

Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): March 15, 2021 D and Z Media Acquisition Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (Commiss

D AND Z MEDIA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 D AND Z MEDIA ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to the Balance Sheet 4 -13 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of D and Z Media Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sh

Financial Statements and Exhibits, Other Events

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 Date of report (Date of earliest event reported): January 28, 2021 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction of incorporation) (C

D and Z Media Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering

Exhibit 99.1 D and Z Media Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering Atlanta, Georgia, January 26, 2021 — D and Z Media Acquisition Corp. (the “Company”), today announced the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the New York Stock Exchange and trade under the ticker symbol

Warrant Agreement, dated January 25, 2021, between the Company and Continental Stock Transfer & Trust Company

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHERE

Registration Rights Agreement, dated January 25, 2021, among the Company and certain securityholders

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2021, is made and entered into by and among D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), D and Z Media Holdings LLC, a Delaware limited liability company (the “Sponsor”), Loop Capital Markets LLC, a Delaware limited liability company (“Loop”), and th

Underwriting Agreement, dated January 25, 2021, between the Company and Goldman Sachs & Co. LLC

Exhibit 1.1 Execution Version D and Z Media Acquisition Corp. 25,000,000 Units Underwriting Agreement January 25, 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen:. D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject

Investment Management Trust Agreement, dated January 25, 2021, between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 25, 2021 by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on For

Letter Agreement, dated January 25, 2021, among the Company, D and Z Media Holdings LLC, Loop Capital Markets LLC and each of the executive officers and directors of the Company and certain of the special advisors of the Company

Exhibit 10.1 January 25, 2021 D and Z Media Acquisition Corp. 2870 Peachtree Road NW, Suite 509 Atlanta, GA 30305 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among D and Z Media Acquisition Corp., a Delaware corporation (the “Company

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 Date of report (Date of earliest event reported): January 25, 2021 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39934 85-3390360 (State or other jurisdiction (Commission File Num

Administrative Services Agreement, dated January 25, 2021, between the Company and D and Z Media Holdings LLC

Exhibit 10.6 D AND Z MEDIA ACQUISITION CORP. 2870 Peachtree Road NW, Suite 509 Atlanta, GA 30305 January 25, 2021 D and Z Media Holdings LLC 2870 Peachtree Road NW, Suite 509 Atlanta, GA 30305 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between D and Z Media Acquisition Corp. (the “Company”) and D and Z Media Holdings LLC (the “Sponso

Amended and Restated Certificate of Incorporation(1)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF d and z media acquisition CORP. January 25, 2021 D and Z Media Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “D and Z Media Acquisition Corp.” The original certificate of incorporation was filed wit

Warrant Purchase Agreement, dated January 25, 2021, between the Company and Loop Capital Markets LLC

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Loop Capital Markets LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, t

Warrant Purchase Agreement, dated January 25, 2021, between the Company and D and Z Media Holdings LLC

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and D and Z Media Holdings LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS,

D and Z Media Acquisition Corp. 25,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-252000 PROSPECTUS D and Z Media Acquisition Corp. $250,000,000 25,000,000 Units D and Z Media Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our ini

- REGISTRATION OF CERTAIN CLASSES OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 D AND Z MEDIA ACQUISITION Corp. (Exact name of registrant as specified in its charter) Delaware 85-3390360 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifica

- AMENDMENT NO. 1 TO FORM S-1

As filed with the U.S. Securities and Exchange Commission on January 21, 2021. Registration No. 333-252000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3390360 (State or other jurisdict

Specimen Warrant Certificate

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW d and z media ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the regis

Consent of Christine Zhao

EX-99.7 28 fs12020ex99-7dandzmedia.htm CONSENT OF CHRISTINE ZHAO Exhibit 99.7 Consent of Director Nominee D and Z Media Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of D and Z Media Acquisition Corp. (the “Company”), the

Consent of Scott Kurnit

Exhibit 99.4 Consent of Director Nominee D and Z Media Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of D and Z Media Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described as a di

Form of Administrative Services Agreement

Exhibit 10.9 D AND Z MEDIA ACQUISITION CORP. 2870 Peachtree Road NW, Suite 509 Atlanta, GA 30305 [ ], 2021 D and Z Media Holdings LLC 2870 Peachtree Road NW, Suite 509 Atlanta, GA 30305 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between D and Z Media Acquisition Corp. (the “Company”) and D and Z Media Holdings LLC (the “Sponsor”), da

Form of Warrant Purchase Agreement between the Registrant and D and Z Media Holdings LLC

EX-10.4 14 fs12020ex10-4dandzmedia.htm FORM OF WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND D AND Z MEDIA HOLDINGS LLC Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between D and Z Media Acquisition Corp., a Delaw

Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust Company and the Registrant

EX-10.2 12 fs12020ex10-2dandzmedia.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER AND TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”),

Form of Indemnity Agreement

EX-10.7 17 fs12020ex10-7dandzmedia.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors

Compensation Committee Charter

Exhibit 99.2 D AND Z MEDIA ACQUISITION CORP. FORM OF COMPENSATION COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES. The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of D and Z Media Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and appro

Consent of Louise Sams

EX-99.6 27 fs12020ex99-6dandzmedia.htm CONSENT OF LOUISE SAMS Exhibit 99.6 Consent of Director Nominee D and Z Media Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of D and Z Media Acquisition Corp. (the “Company”), the un

Power of Attorney (included on signature page to the initial Registration Statement)**

S-1 1 fs12020dandzmediaacq.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on January 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 D and Z Media Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-33903

Founder Shares Subscription Agreement, dated October 19, 2020, between the Company and D and Z Media Holdings LLC

Exhibit 10.3 D and Z Media Acquisition Corp. 2870 Peachtree Road NW, Suite 509 Atlanta, Georgia 30305 October 19, 2020 D and Z Media Holdings LLC 2870 Peachtree Road NW, Suite 509 Atlanta, Georgia 30305 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer D and Z Media Holdings LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (

Form of Code of Business Conduct and Ethics

EX-14 20 fs12020ex14dandzmedia.htm FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Exhibit 14 D AND Z MEDIA ACQUISITION CORP. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [ ], 2021 I. Introduction The Board of Directors (the “Board”) of D and Z Media Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is app

Promissory Note issued in favor of D and Z Media Holdings LLC, dated October 19, 2020

Exhibit 10.8 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

Specimen Class A Common Stock Certificate

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] d and z media ACQUISITION CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), transferable on the books of the Company in pers

Consent of David Panton

EX-99.5 26 fs12020ex99-5dandzmedia.htm CONSENT OF DAVID PANTON Exhibit 99.5 Consent of Director Nominee D and Z Media Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of D and Z Media Acquisition Corp. (the “Company”), the u

Form of Letter Agreement among the Registrant and the other parties thereto

Exhibit 10.1 [●], 2021 D and Z Media Acquisition Corp. 2870 Peachtree Road NW, Suite 509 Atlanta, GA 30305 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and

Consent of Brian Grazer

Exhibit 99.8 Consent of Director Nominee D and Z Media Acquisition Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of D and Z Media Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described as a di

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF D and Z Media Acquisition Corp. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “Certificate”) for such corporation: Ar

Form of Registration Rights Agreement between the Registrant and certain securityholders

EX-10.6 16 fs12020ex10-6dandzmedia.htm FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITYHOLDERS Exhibit 10.6 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), D and Z Media Holdings LLC, a De

Audit Committee Charter

Exhibit 99.1 D AND Z MEDIA ACQUISITION CORP. FORM OF AUDIT COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSE. The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of D and Z Media Acquisition Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and r

Form of Warrant Purchase Agreement between the Registrant and Loop Capital Markets LLC

EX-10.5 15 fs12020ex10-5dandzmedia.htm FORM OF WARRANT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND LOOP CAPITAL MARKETS LLC Exhibit 10.5 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between D and Z Media Acquisition Corp., a Delawar

Form of Underwriting Agreement

EX-1.1 2 fs12020ex1-1dandzmedia.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 D and Z Media Acquisition Corp. 25,000,000 Units Underwriting Agreement [●], 2021 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282-2198 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: D and Z Media Acquisition Corp., a Delaware corpor

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant

EX-4.4 9 fs12020ex4-4dandzmedia.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER AND TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between D and Z Media Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,

Nominating and Corporate Governance Committee Charter

EX-99.3 24 fs12020ex99-3dandzmedia.htm NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Exhibit 99.3 D and z media Acquisition Corp. Nominating and Corporate Governance Committee CHARTER I. Purpose The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of D and Z Media Acquisition Corp. (the “Company”) shall be to: (a) ident

Specimen Unit Certificate

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] D and Z Media Acquisition Corp. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock,

BY LAWS d and z media acquisition corp. (THE “CORPORATION”) Article I

Exhibit 3.3 BY LAWS OF d and z media acquisition corp. (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in

Form of Amended and Restated Certificate of Incorporation

EX-3.2 4 fs12020ex3-2dandzmedia.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF d and z media acquisition CORP. [ ], 2021 D and Z Media Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “D

As submitted confidentially with the U.S. Securities and Exchange Commission on October 29, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strict

As submitted confidentially with the U.S. Securities and Exchange Commission on October 29, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER T