ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
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(Address of principal executive offices) |
(Zip Code) |
Title of Each Class: |
Trading Symbol: |
Name of Each Exchange on Which Registered: | ||
one-third of one redeemable warrant |
The | |||
The | ||||
The |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Auditor Firm ID: |
Auditor Name: WithumSmith +Brown, PC |
Auditor Location: New York , New York |
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7 |
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Item 1. |
7 |
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Item 1A. |
14 |
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Item 1B. |
53 |
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Item 2. |
53 |
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Item 3. |
53 |
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Item 4. |
53 |
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54 |
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Item 5. |
54 |
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Item 6. |
55 |
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Item 7. |
55 |
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Item 7A. |
58 |
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Item 8. |
58 |
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Item 9. |
58 |
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Item 9A. |
58 |
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Item 9B. |
60 |
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61 |
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Item 10. |
61 |
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Item 11. |
71 |
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Item 12. |
72 |
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Item 13. |
73 |
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Item 14. |
75 |
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76 |
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Item 15. |
76 |
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Item 16. |
77 |
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• | “amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted prior to the consummation of the initial public offering; |
• | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
• | “founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
• | “initial shareholders” are to all of our shareholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold ordinary shares; |
• | “management” or our “management team” are to our executive officers and directors; |
• | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
• | “private placement warrants” are to the warrants to be issued to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any; |
• | “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
• | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “sponsor” are to TZPS SPAC Holdings LLC, a Cayman Islands limited liability company; |
• | “warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement warrants to the extent that they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees; and |
• | “we,” “us,” “our,” “company” or “our company” are to TZP Strategies Acquisition Corp., a Cayman Islands exempted company. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following our initial public offering. |
• | We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Past performance by our management team may not be indicative of future performance of an investment in us. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. |
• | Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | If we seek shareholder approval of our initial business combination, our initial shareholders have agreed, pursuant to the letter agreement entered into with us, to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we consummate an initial business combination within 24 months after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | Certain of our officers and directors have or will have direct and indirect economic interests in us and/or our sponsor after the consummation of this offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public shareholders. |
• | Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets. |
• | If we seek shareholder approval of our initial business combination, our sponsor, executive officers, directors or their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | You will not be entitled to protections normally afforded to investors of many other blank check companies. |
• | If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. |
• | Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. |
• | If the net proceeds of the IPO and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to continue to operate for the entire 24 months following the closing of our IPO, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
• | Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. |
• | If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share. |
• | Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders. |
• | We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers. |
• | If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages. |
Item 1. |
Business |
• | Favorable macroeconomic or demographic trends |
• | Well-defined and defensible market niche with meaningful barriers to entry |
• | Proprietary products and services, brand names or channels of distribution |
• | Unrecognized or untapped potential for revenue growth |
• | Resistance to recessionary pressures due to strong value proposition or significant recurring revenue |
• | Opportunity to recruit and add talent from TZP’s network |
• | Identified business development, sales strategy opportunities, or prospects for cross-selling within the target |
• | Identified growth investments in technology infrastructure |
• | Strong cash flow characteristics with low capital intensity and attractive free cash flow conversion, and high operating leverage |
• | Strong core management team with potential for augmenting and upgrading |
• | Potential opportunities for add-on, accretive acquisitions |
• | Companies that will be well-perceived by public shareholders |
• | Established Brand and Reputation |
• | Public Company Experience |
• | Structured Investment Processes |
• | Deal Sourcing |
• | Domain Knowledge |
• | Operational Expertise |
• | Human Capital Development |
• | Administrative Infrastructure |
• | Values-Based Organization |
• | will benefit from TZP’s well established Playbooks, which can drive efficiencies and post-closing value creation; |
• | will benefit from TZP partners’ hands-on operating and public company experience; |
• | will benefit from disciplined process, measurement and constant improvement, which are core principles of our operations; |
• | will benefit from TZP’s structured processes to generate continuous improvement via proprietary Playbooks. |
Item 1A. |
Risk Factors |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | each of which may make it difficult for us to complete our initial business combination. |
• | In addition, we may have imposed upon us burdensome requirements, including: |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
Item 1B. |
Unresolved Staff Comments |
Item 2. |
Properties |
Item 3. |
Legal Proceedings |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |
Item 6. |
Selected Financial Data. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 8. |
Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. |
Controls and Procedures |
Item 9B. |
Other Information |
Item 10. |
Directors, Executive Officers and Corporate Governance Directors and Executive Officers |
Name |
Age |
Position | ||
Samuel Katz | 56 | Chief Executive Officer and Director | ||
Sheera Michael | 60 | Chief Financial Officer | ||
Kenneth Esterow | 57 | President and Director | ||
JoAnne Kruse | 55 | Chief Talent Officer | ||
Richard Smith | 68 | Director | ||
Jamie Easton | 43 | Director | ||
Stewart Wallace | 59 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Samuel Katz | TZP Group (1) |
Private Equity | Founder and Investment Committee Member | |||
PennantPark Investment Corporation (1) |
Private Equity | Director | ||||
YRF Darca (1) |
Education | Director | ||||
Columbia University Medical Center | Medical | Board of Advisors | ||||
Sheera Michael | TZP Group (1) |
Private Equity | Partner, Chief Financial Officer and Chief Administrative Officer | |||
NY Private Equity & VC Chapter of the Financial Executive’s Alliance (FEA) | Private Equity | Director | ||||
Kenneth Esterow | TZP Group (1) |
Private Equity | Partner | |||
JoAnne Kruse | TZP Group (1) |
Private Equity | Partner | |||
Richard Smith | OneMain Holdings, Inc. | Financial Services | Director | |||
W.C. Bradley Co. | Consumer Goods | Director |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Columbus State University Foundation Board of Trustees | Education | Director | ||||
Jamie Easton |
The Uptick YRF Darca (1) |
Education Media Education |
Founder and CEO Executive Council | |||
Stewart Wallace |
None | None | None |
(1) | Includes certain of its funds and other affiliates. |
• | Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to our initial public offering and purchased private placement warrants in a transaction that closed simultaneously with the closing of our initial public offering. |
• | Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described in the prospectus relating to our initial public offering, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | Our sponsor may transfer founder shares or private placement warrants to our officers or directors as compensation for their services to us. Any founder shares transferred to our officers or directors would not be entitled to a liquidating distribution if we do not consummate an initial business combination within 24 months after the closing of this offering. Furthermore, any private placement warrants transferred to our officers or directors would expire worthless if we do not consummate an initial business combination within 24 months after our initial business combination. |
Item 11. |
Executive Compensation |
Item 12. |
Security Ownership of Certain Beneficial Owners and management and Related Shareholder Matters |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
• | each of our executive officers and directors that beneficially owns our ordinary share; and |
• | all our executive officers and directors as a group. |
Class B ordinary shares |
Class A ordinary shares |
|||||||||||||||||||
Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class (2) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control |
|||||||||||||||
TZPS SPAC Holdings LLC (our sponsor) |
7,162,500 | (3) |
100 | % | — | — | 20 | % | ||||||||||||
Samuel Katz (4) |
7,162,500 | (3) |
100 | % | — | — | 20 | % | ||||||||||||
Sheera Michael (4) |
— | — | — | — | — | |||||||||||||||
Kenneth Esterow (4) |
— | — | — | — | — | |||||||||||||||
JoAnne Kruse (4) |
— | — | — | — | — | |||||||||||||||
Richard Smith (4) |
25,000 | * | — | — | — | |||||||||||||||
Jamie Easton (4) |
— | — | — | — | — | |||||||||||||||
Stewart Wallace (4) |
— | — | — | — | — | |||||||||||||||
All officers and directors as a group (seven individuals) |
7,187,500 | 100 | % | — | — | 20 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 7 Times Square, Suite 4307, New York, New York 10036. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described in the section entitled “Description of Securities.” |
(3) | The shares reported are held in the name of our sponsor. Our sponsor is controlled by TZP Group Holdings, LP, which is controlled by Mr. Katz. |
(4) | Information does not reflect interests held in our sponsor. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14. |
Principal Accountant Fees and Services |
Item 15. |
Exhibits, Financial Statement Schedules |
(a) | The following documents are filed as part of this Annual Report: |
(1) | Financial Statements: |
Page | ||||
F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
(2) | Exhibits |
* | Filed herewith |
** | Furnished herewith |
(1) | Incorporated by reference to the registrant’s Registration Statement on Form S-1, initially filed with the SEC on December 28, 2020, as amended. |
(2) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on January 22, 2021. |
(3) | Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2021. |
Item 16. |
Form 10-K Summary |
TZP STRATEGIES ACQUISITION CORP. |
/s/ Samuel Katz |
Name: Samuel Katz |
Title: Chief Executive Officer (Principal Executive Officer) |
/s/ Sheera Michael |
Name: Sheera Michael |
Title: Chief Financial Officer (Principal Financial and Accounting Officer) |
/s/ Samuel Katz | Chief Executive Officer and Director (Principal Executive Officer) | March 30, 2022 | ||
Samuel Katz | ||||
/s/ Sheera Michael | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 30, 2022 | ||
Sheera Michael | ||||
/s/ Kenneth Esterow | Director | March 30, 2022 | ||
Kenneth Esterow | ||||
/s/ Richard Smith | Director | March 30, 2022 | ||
Richard Smith | ||||
/s/ Jamie Easton |
Director | March 30, 2022 | ||
Jamie Easton |
||||
/s/ Stewart Wallace | Director | March 30, 2022 | ||
Stewart Wallace |
F-2 |
||||
Financial Statements: |
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F-3 |
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F-4 |
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F-5 |
||||
F-6 |
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F-7 |
/s/ WithumSmith+Brown, PC |
December 31, |
||||||||
2021 |
2020 |
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ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | — | |||||
Prepaid expenses and other current assets |
— | |||||||
Total Current Assets |
— | |||||||
Deferred offering costs |
— | |||||||
Investments held in Trust Account |
— | |||||||
TOTAL ASSETS |
$ |
$ |
||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
||||||||
Current liabilities |
||||||||
Accrued expenses |
$ | $ | — | |||||
Accrued offering costs |
— | |||||||
Advance from related parties |
— | |||||||
Promissory note – related party |
||||||||
Total Current Liabilities |
||||||||
Deferred underwriting fee payable |
— | |||||||
Warrant liabilities |
— | |||||||
Total Liabilities |
||||||||
Commitments and Contingencies |
||||||||
Class A ordinary shares subject to possible redemption issued and outstanding at $ |
— | |||||||
Shareholders’ Equity (Deficit) |
||||||||
Preference shares, $ |
— | |||||||
Class A ordinary shares, $ ; outstanding (excluding |
||||||||
Class B ordinary shares, $ |
||||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Equity (Deficit) |
( |
) |
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
$ |
$ |
||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
General and administrative expenses |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
Other income: |
||||||||
Income earned on investments held in Trust Account |
— | |||||||
Interest expense |
( |
) | — | |||||
Transaction costs allocated to warrant liabilities |
( |
) | — | |||||
Change in fair value of warrant liabilities |
— | |||||||
|
|
|
|
|||||
Total other income, net |
— | |||||||
Net income (loss) |
$ |
$ |
( |
) | ||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A ordinary shares |
— | |||||||
|
|
|
|
|||||
Basic net income (loss) per share, Class A ordinary shares |
$ |
$ |
— |
|||||
|
|
|
|
|||||
Basic weighted average shares outstanding, Class B ordinary shares |
||||||||
|
|
|
|
|||||
Basic net income (loss) per share, Class B ordinary shares |
$ |
$ | — | |||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A ordinary shares |
— | |||||||
|
|
|
|
|||||
Diluted net income (loss) per share, Class A ordinary shares |
— | |||||||
|
|
|
|
|||||
Basic weighted average shares outstanding, Class B ordinary shares |
— | |||||||
|
|
|
|
|||||
Diluted net income (loss) per share, Class B ordinary shares |
— | |||||||
|
|
|
|
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance — August 31, 2020 (Inception) |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||||||||||
Issuance of Class B ordinary shares |
— | — |
— |
|||||||||||||||||||||||||
Net loss |
— | — |
— |
— |
— |
( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Cash paid in excess of fair value of Private Placemen t warrants |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
Accretion for Class A ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Payment of formation costs through issuance of Class B ordinary shares |
— | |||||||
Income earned on investments held in Trust Account |
( |
) | — | |||||
Change in fair value of warrant liabilities |
( |
) | — | |||||
Transaction costs allocated to warrant liabilities |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other current assets |
( |
) | — | |||||
Accrued expenses |
— | |||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
— |
|||||
|
|
|
|
|||||
Cash Flows from Investing Activities: |
||||||||
Investment of cash into Trust Account |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) |
— |
|||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds from sale of Units, net of underwriting discounts paid |
— | |||||||
Proceeds from sale of Private Placement Warrants |
— | |||||||
Proceeds from advances from related party |
— | |||||||
Proceeds from promissory note – related party |
— | |||||||
Repayment of promissory note – related party |
( |
) | — | |||||
Payment of offering costs |
( |
) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
— |
|||||||
|
|
|
|
|||||
Net Change in Cash |
— | |||||||
Cash – Beginning |
— | |||||||
|
|
|
|
|||||
Cash – Ending |
$ |
$ |
— |
|||||
|
|
|
|
|||||
Non-cash investing and financing activities: |
||||||||
Deferred underwriting fee payable |
$ | $ | — | |||||
|
|
|
|
|||||
Offering costs included in accrued offering costs |
— | |||||||
|
|
|
|
|||||
Offering costs paid by Sponsor in exchange for issuance of founder shares |
— | |||||||
|
|
|
|
|||||
Payment of accrued expenses through promissory note |
— | |||||||
|
|
|
|
Balance Sheet as of January 22, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Warrant Liability |
$ | $ | $ | |||||||||
Ordinary shares subject to possible redemption |
$ | $ | $ | |||||||||
Class A Ordinary shares |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Shareholders’ Equity (Deficit) |
$ | $ | ( |
) | $ | ( |
) | |||||
Number of shares subject to possible redemption |
$ |
$ |
$ |
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
Class A ordinary shares subject to possible redemption |
$ |
Year Ended December 31, |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income (loss) per ordinary share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income (loss), as adjusted |
$ | $ | $ | $ | ( |
) | ||||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per ordinary share |
$ | $ | $ | $ | ( |
) |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
• |
in whole and not in part; |
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares; |
• | if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption of the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |||
Level 3: | Unobservable inputs |
Level |
Fair Value |
|||||||||
Assets: |
||||||||||
December 31, 2021 |
Investment held in Trust Account –Money Market Fund |
1 | $ | |||||||
Liabilities: |
||||||||||
December 31, 2021 |
Warrant Liability – Public Warrants |
1 | ||||||||
December 31, 2021 |
Warrant Liability – Private Placement Warrants |
2 |