TZPSU / TZP Strategies Acquisition Corp - Units (1 Ord Class A & 1/3 War) - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

KYG915951019 / TZP Strategies Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233474-4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* TZP STRATEGIES ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per s

KYG915951019 / TZP Strategies Acquisition Corp. / TZPS SPAC Holdings LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* TZP Strategies Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G91595101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Ap

KYG915951019 / TZP Strategies 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 TZP Strategies Acquisition Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G91595101 (CUSIP Number) January 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

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: 001-39909 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as spec

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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 9, 2023 TZP STRATEGIES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39909 98-1555127 (State or Other Jurisdiction of Incorporation)

KYG915951019 / TZP Strategies Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 tzps20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 TZP Strategies Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G91595101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th

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 January 6, 2023 Date of Report (Date of earliest event reported) TZP STRATEGIES ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-39909 98-1555127 (State or other jurisdiction of incorporatio

TZP Strategies Acquisition Corp. will redeem its Public Shares and will not consummate an initial business combination

Exhibit 99.1 TZP Strategies Acquisition Corp. will redeem its Public Shares and will not consummate an initial business combination New York, January 6, 2022 ? TZP Strategies Acquisition Corp. (the ?Company?) (Nasdaq: TZPS), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 previously issued to the public (t

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 quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents 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 quarter ended September 30, 2022 ☐ 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:001-39909

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 quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents 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 quarter ended June 30, 2022 ☐ 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: 001-39909 TZP

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2022 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39909 98-1555127 (State or other jurisdiction of incorp

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 quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents 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 quarter ended March 31, 2022 ? 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: 001-39909 TZP

Description of Registrant’s Securities.*

Exhibit 4.2 DESCRIPTION OF REGISTRANT?S SECURITIES General TZP Strategies Acquisition Corp (?TZPS?) has authorized stock consisting of 25,000,000 units, at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant. The units began trading promptly after our initial public offering, at which point all 25,000,000 unit were outstanding, 31,250,000 ord

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

Table of Contents 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 PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TZP STRATEGIES ACQUISITION CORP.

KYG915951019 / TZP Strategies Acquisition Corp. / TZPS SPAC Holdings LLC - 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. )* TZP Strategies Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G91595101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.

KYG915951019 / TZP Strategies Acquisition Corp. / CITADEL ADVISORS LLC - TZP STRATEGIES ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* TZP Strategies Acquisition Corp (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (the ?Shares?) (Title of Class of Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39909 98-1555127 (State or other jurisdiction of i

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39909 98-1555127 (State or other jurisdiction of i

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 quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents 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 quarter ended September 30, 2021 ☐ 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: 001-39909

Promissory Note, dated August 10, 2021, issued by the Registrant to the Sponsor.(3)

Exhibit 10.1 PROMISSORY NOTE $1,000,000 As of August 10, 2021 TZP Strategies Acquisition Corp. (?Maker?) promises to pay to the order of TZPS SPAC Holdings LLC or its successors or assigns (?Payee?) the principal sum of One Million Dollars and No Cents ($1,000,000) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal balance of t

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 quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents 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 quarter ended June 30, 2021 ? 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: 001-39909 TZP

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 quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

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 quarter ended March 31, 2021 ? 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: 001-39909 TZP STRATEGIES ACQUIS

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 d54924d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39909 98-1555127 (State or othe

Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, TZP Strategies Acquisition Corp. Announces Receipt of Nasdaq Continued Listing Standard Notice

Exhibit 99.1 Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, TZP Strategies Acquisition Corp. Announces Receipt of Nasdaq Continued Listing Standard Notice New York, NY ? May 28, 2021 ? TZP Strategies Acquisition Corp. (Nasdaq: TZPS) (the ?Company?) today announced that it received a deficiency letter from the Nasdaq Capital Market (?Nasdaq?) relating to the Company?s fa

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-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Tran

001-39909 SEC FILE NUMBER G91595127 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2021 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39909 98-1555127 (State or other jurisdiction of inco

TZP Strategies Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 12, 2021

Exhibit 99.1 TZP Strategies Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 12, 2021 New York, NY, March 12, 2021 ? TZP Strategies Acquisition Corp. (Nasdaq: TZPSU) (the ?Company?) announced that, commencing March 12, 2021, holders of the units sold in the Company?s initial public offering of 28,750,000 units, completed on January 22, 2

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 Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2021 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39909 98-1555127 (State or other jurisdiction of i

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of TZP Strategies Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amen

January 25, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) TZP Strategies Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G91595127** (CUSIP Number) January 25, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which t

TZP STRATEGIES ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of January 22, 2021 F-3 Notes to Financial Statement F-4

EX-99.1 Exhibit 99.1 TZP STRATEGIES ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of January 22, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of TZP Strategies Acquisition Corp. Opinion on the

Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2021 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39909 98-1555127 (State or other jurisdiction o

Registration and Shareholder Rights Agreement, dated as of January 19, 2021, between the Company and the Sponsor

EX-10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 19, 2021, is made and entered into by and among TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), TZPS SPAC Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parti

Underwriting Agreement, dated as of January 19, 2021, between the Company and Credit Suisse Securities (USA) LLC, as representative of the underwriter

EX-1.1 Exhibit 1.1 $250,000,000 25,000,000 Units TZP Strategies Acquisition Corp. UNDERWRITING AGREEMENT January 19, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable,

Administrative Services Agreement, dated as of January 19, 2021, between the Company and the Sponsor

EX-10.5 Exhibit 10.5 TZP STRATEGIES ACQUISITION CORP. 7 Times Square, Suite 4307 New York, New York 10036 January 19, 2021 TZPS SPAC Holdings LLC 7 Times Square, Suite 4307 New York, New York 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial pu

Warrant Agreement, dated as of January 19, 2021, between Continental Stock Transfer & Trust Company and the Company

EX-4.1 Exhibit 4.1 WARRANT AGREEMENT TZP STRATEGIES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 19, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated January 19, 2021, is by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company,

Investment Management Trust Account Agreement, dated as of January 19, 2021, between Continental Stock Transfer & Trust Company and the Company

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 19, 2021 by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registrat

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 TZP STRATEGIES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39909 98-1555127 (State or other jurisdiction of in

Letter Agreement, dated as of January 19, 2021, among the Company, the Sponsor and each of the officers and directors of the Company

EX-10.4 Exhibit 10.4 January 19, 2021 TZP Strategies Acquisition Corp. 7 Times Square, Suite 4307 New York, New York 10036 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 TZP Strategies Acquisition Corp., a Cayman Islands exempted

Private Placement Warrants Purchase Agreement, dated as of January 19, 2021, between the Company and the Sponsor

EX-10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 19, 2021, is entered into by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TZPS SPAC Holdings LLC, a C

TZP Strategies Acquisition Corp. 25,000,000 Units

424B4 1 d67443d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-251773 PROSPECTUS TZP Strategies Acquisition Corp. $250,000,000 25,000,000 Units TZP Strategies Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or

- 8-A12B

8-A12B 1 d35417d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TZP Strategies Acquisition Corp. (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1555127 (State or other jurisdiction of incorporation or o

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January 15, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

- S-1/A

S-1/A 1 d67443ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 15, 2021 under the Securities Act of 1933, as amended. No. 333-251773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TZP Strategies Acquisition Corp. (Exact name of registrant as s

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CORRESP 1 filename1.htm TZP Strategies Acquisition Corp. 7 Times Square, Suite 4307 New York, New York 10036 January 15, 2021 VIA EDGAR Todd K. Schiffman James Lopez Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 RE: TZP Strategies Acquisition Corp. Amendment to Form S-1 filed January 12, 2021 File No. 3

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CORRESP 1 filename1.htm TZP Strategies Acquisition Corp. 7 Times Square, Suite 4307 New York, New York 10036 January 15, 2021 VIA EDGAR Office of Electronics and Machinery Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: TZP Strategies Acquisition Corp. Registration Statement on Form S-1, as amended File No.

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

EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration sta

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*

EX-10.8 Exhibit 10.8 [●], 2021 TZP Strategies Acquisition Corp. 7 Times Square, Suite 4307 New York, New York 10036 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 TZP Strategies Acquisition Corp., a Cayman Islands exempted company

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TZPS SPAC Holdings LLC, a Cayman I

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

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT TZP STRATEGIES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant age

Promissory Note, dated as of September 1, 2020, between the Registrant and the Sponsor.*

EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“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

Form of Underwriting Agreement.*

EX-1.1 2 d67443dex11.htm EX-1.1 Exhibit 1.1 $250,000,000 25,000,000 Units TZP Strategies Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you a

Specimen Unit Certificate.*

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR TZP Strategies Acquisition Corp. CERTAIN DEFINITIONS CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordin

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 12, 2021 under the Securities Act of 1933, as amended.

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

EX-10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), TZPS SPAC Holdings LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties list

Specimen Warrant Certificate.

EX-4.3 Exhibit 4.3 [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 TZP Strategies Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ]

Specimen Unit Certificate.

EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR TZP Strategies Acquisition Corp. CERTAIN DEFINITIONS CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (

Form of Indemnity Agreement.

EX-10.4 Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided wi

Form of Code of Ethics.

EX-14 Exhibit 14 TZP STRATEGIES ACQUISITION CORP. CODE OF ETHICS 1. Introduction The Board of Directors of TZP Strategies Acquisition Corp. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: • promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional r

Specimen Class A Ordinary Share Certificate.

EX-4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES TZP STRATEGIES ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US $0.0001 EACH OF TZP STRATEGIES ACQUISITION CORP. (THE “CO

Administrative Services Agreement between the Registrant and the Sponsor.(1)

EX-10.5 Exhibit 10.5 TZP STRATEGIES ACQUISITION CORP. 7 Times Square, Suite 4307 New York, New York 10036 [●], 2021 TZPS SPAC Holdings LLC 7 Times Square, Suite 4307 New York, New York 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public of

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

EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration sta

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

EX-10.8 Exhibit 10.8 [●], 2021 TZP Strategies Acquisition Corp. 7 Times Square, Suite 4307 New York, New York 10036 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 TZP Strategies Acquisition Corp., a Cayman Islands exempted company

Form of Amended and Restated Memorandum and Articles of Association.

EX-3.2 Exhibit 3.2 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TZP STRATEGIES ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TZ

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 $250,000,000 25,000,000 Units TZP Strategies Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and TZPS SPAC Holdings LLC, a Cayman I

Securities Subscription Agreement, dated September 1, 2020, between the Registrant and the Sponsor.

EX-10.7 Exhibit 10.7 TZP Strategies Acquisition Corp. 7 Times Square, Suite 4307 New York, New York 10036 September 1, 2020 TZPS SPAC Holdings LLC 7 Times Square, Suite 4307 New York, New York 10036 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on September 1, 2020 by and between TZPS SPAC Holdings LLC, a Delaware limited liability company (the

Consent of Director Nominee - Richard Smith

EX-99.1 Exhibit 99.1 CONSENT OF RICHARD SMITH TZP Strategies Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consent

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

S-1 Table of Contents As filed with the Securities and Exchange Commission on December 28, 2020 under the Securities Act of 1933, as amended.

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

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT TZP STRATEGIES ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant age

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

EX-10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among TZP Strategies Acquisition Corp., a Cayman Islands exempted company (the “Company”), TZPS SPAC Holdings LLC, a Cayman Islands exempted company (the “Sponsor”), and the undersigned parties listed under

Promissory Note, dated as of September 1, 2020, between the Registrant and the Sponsor.

EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“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

Amended and Restated Memorandum and Articles of Association.(1)

EX-3.1 Exhibit 3.1 EXEMPTED Company Registered and filed as No. 365701 On 31-Aug-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF TZP STRATEGIES ACQUISITION CORP. Auth Code: J60235407944 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 365701 On 31-Aug-2020 Assistant Registrar THE COMP

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Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on September 9, 2020. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 R