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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TZP Strategies Acquisition Corporation | NASDAQ:TZPS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0 | - |
☒ |
QUARTERLY 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
|
Cayman Islands
|
98-1555127
|
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
Title of each class
|
Trading
Symbols
|
Name of each exchange
on which registered
|
||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and
one-third
of one redeemable warrant
|
TZPSU
|
The Nasdaq Capital Market
|
||
Class A ordinary shares included as part of the units
|
TZPS
|
The Nasdaq Capital Market
|
||
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
TZPSW
|
The Nasdaq Capital Market
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page
|
||||
1 | ||||
1 | ||||
2 | ||||
3 | ||||
4 | ||||
5 | ||||
15 | ||||
17 | ||||
17 | ||||
18 | ||||
18 | ||||
19 | ||||
19 | ||||
19 | ||||
19 | ||||
20 | ||||
21 |
|
|
Three Months
Ended
September 30,
2021 |
|
|
Nine Months
Ended
September 30,
2021 |
|
|
For the
Period from August 31, 2020 (Inception) through
September 30,
2020 |
|
|||
General and administrative expenses
|
$ | 439,597 | $ | 2,205,473 | $ | 5,000 | ||||||
|
|
|
|
|
|
|||||||
Loss from operations
|
|
(439,597
|
)
|
|
(2,205,473
|
)
|
|
(5,000
|
)
|
|||
Other income (expense):
|
||||||||||||
Income
earned on investments held in Trust Account
|
3,700 | 46,397 | — | |||||||||
Interest expense
|
(3,588 | ) | (14,008 | ) | — | |||||||
Transaction costs allocated to warrant liabilities
|
|
|
—
|
|
|
|
(791,150
|
)
|
|
|
—
|
|
Change in fair value of warrant liabilities
|
2,655,000 | 11,652,500 | — | |||||||||
|
|
|
|
|
|
|||||||
Total other income, net
|
2,655,112 | 10,893,739 | — | |||||||||
|
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
2,215,515
|
|
$
|
8,688,266
|
|
$
|
(5,000
|
)
|
|||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding, Class A ordinary shares
|
|
28,750,000
|
|
|
26,538,462
|
|
— | |||||
|
|
|
|
|
|
|||||||
Basic and diluted net income per share, Class A ordinary shares
|
$
|
0.06
|
|
$
|
0.26
|
|
$
|
—
|
|
|||
|
|
|
|
|
|
|||||||
Basic weighted average shares outstanding, Class B ordinary shares
|
|
7,187,500
|
|
|
7,111,951
|
|
|
6,250,000
|
|
|||
|
|
|
|
|
|
|||||||
Basic net income (loss) per share, Class B ordinary shares
|
$
|
0.06
|
|
$
|
0.26
|
|
$
|
(0.00
|
)
|
|||
|
|
|
|
|
|
|
|
Class A
Ordinary Shares |
|
|
Class B
Ordinary Shares |
|
|
Additional
Paid-in
Capital |
|
|
Accumulated
Deficit |
|
|
Total
Shareholders’ (Deficit)
Equity
|
|
|||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
||||||||||||||||
Balance — January 1, 2021
|
|
—
|
|
$
|
—
|
|
|
7,187,500
|
|
$
|
719
|
|
$
|
24,281
|
|
$
|
(5,000
|
)
|
$
|
20,000
|
|
|||||||
Cash paid in excess of fair value of Private Placement warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
413,333 |
|
—
|
|
413,333 | |||||||||||
Accretion for Class A ordinary shares to redemption amount
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(437,614 | ) | (28,788,607 | ) | (29,226,221 | ) | ||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
9,816,388 | 9,816,388 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021
|
|
—
|
|
$
|
—
|
|
|
7,187,500
|
|
$
|
719
|
|
$
|
—
|
|
$
|
(18,977,219
|
) |
$
|
(18,976,500
|
) | |||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(3,343,637 | ) | (3,343,646 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – June 30, 2021
|
|
—
|
|
$
|
—
|
|
|
7,187,500
|
|
$
|
719
|
|
$
|
—
|
|
$
|
(22,320,856
|
)
|
$
|
(22,320,137
|
)
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2,215,515 | 2,215,515 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – September 30, 2021
|
|
—
|
|
$
|
—
|
|
|
7,187,500
|
|
$
|
719
|
|
$
|
—
|
|
$
|
(20,105,341
|
)
|
$
|
(20,104,622
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Additional
Paid-in
Capital |
Accumulated
Deficit |
Total
Shareholders’ Equity |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance — August 31, 2020 (Inception)
|
|
—
|
|
$
|
—
|
— | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Issuance of Class B ordinary shares
|
— | — | 7,187,500 | 719 | 24,281 | — | 25,000 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (5,000 | ) | (5,000 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – September 30, 2020
|
|
—
|
|
$
|
—
|
|
7,187,500
|
|
$
|
719
|
|
$
|
24,281
|
|
$
|
(5,000
|
)
|
$
|
20,000
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
Ended
September 30,
2021 |
|
|
For the
Period from August 31, 2020 (Inception) through
September 30,
2020 |
|
||
Cash Flows from Operating Activities:
|
|
|
||||||
Net income (loss)
|
$ | 8,688,266 | $ | (5,000 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Payment of formation costs through issuance of Class B ordinary shares
|
|
|
—
|
|
|
|
5,000
|
|
Income earned on investments held in Trust Account
|
(46,397 | ) | — | |||||
Change in fair value of warrant liabilities
|
(11,652,500 | ) | — | |||||
Transaction costs related to warrant liabilities
|
791,150 | — | ||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other current assets
|
(530,541 | ) | — | |||||
Accrued expenses
|
1,641,306 | — | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
(1,108,716 | ) | — | |||||
|
|
|
|
|||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash into Trust Account
|
(287,500,000 | ) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities
|
|
(287,500,000
|
)
|
|
—
|
|
||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
281,750,000 | — | ||||||
Proceeds from sale of Private Placement Warrants
|
7,750,000 | — | ||||||
Repayment of promissory note - related party
|
(123,492 | ) | — | |||||
Payment of offering costs
|
(453,046 | ) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities
|
288,923,462 | — | ||||||
Net Change in Cash
|
|
314,746
|
|
— | ||||
Cash – Beginning
|
— | — | ||||||
|
|
|
|
|||||
Cash – Ending
|
$
|
314,746
|
|
$ | — | |||
|
|
|
|
|||||
Non-cash
investing and financing activities:
|
||||||||
Deferred underwriting fee payable
|
$ | 10,062,500 | $ | — | ||||
|
|
|
|
|
|
|
|
|
Deferred offering costs included in accrued offering costs
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
|
|
|
Deferred offering costs paid through promissory note - related party
|
|
$
|
—
|
|
|
$
|
35,153
|
|
|
|
|
|
|
|
|
|
|
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
|
|
|
Balance Sheet as of January 22, 2021 (audited)
|
As Previously
Reported |
Adjustment
|
As Revised
|
|||||||||
Class A ordinary shares subject to possible redemption
|
$ | 252,915,960 | $ | 34,584,040 | $ | 287,500,000 | ||||||
Class A ordinary shares
|
$ | 346 | $ | (346 | ) | $ | — | |||||
Additional
paid-in
capital
|
$ | 5,794,714 | $ | (5,794,714 | ) | $ | — | |||||
Accumulated deficit
|
$ | (795,777 | ) | $ | (28,788,980 | ) | $ | (29,584,757 | ) | |||
Total Shareholders’ (Deficit) Equity
|
$ | 5,000,002 | $ | (34,584,040 | ) | $ | (29,584,038 | ) |
Gross proceeds
|
$ | 287,500,000 | ||
Less:
|
||||
Proceeds allocated to Public Warrants
|
(13,608,333 | ) | ||
Class A ordinary shares issuance costs
|
(15,617,888 | ) | ||
Plus:
|
||||
Accretion of carrying value to redemption value
|
29,226,221 | |||
|
|
|||
Class A ordinary shares subject to possible redemption
|
$ | 287,500,000 | ||
|
|
Three Months Ended
September 30, 2021 |
Nine Months Ended
September 30, 2021 |
For the Period From
August 31, 2020
(Inception) Through September 30, 2020 |
||||||||||||||||||||||
Class A
|
Class B
|
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
|
$ | 1,772,412 | $ | 443,103 | $ | 6,852,018 | $ | 1,836,248 | $ | — | $ | (5,000 | ) | |||||||||||
Denominator:
|
||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding
|
28,750,000 | 7,187,500 | 26,538,462 | 7,111,951 | — | 6,250,000 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted net income (loss) per ordinary share
|
$ | 0.06 | $ | 0.06 | $ | 0.26 | $ | 0.26 | $ | — | $ | (0.00 | ) |
• |
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 based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
|
|
|
|
Level
|
|
|
Fair Value
|
|
||
Assets:
|
|
|
|
|||||||
September 30, 2021
|
|
Investment held in Trust Account - Money
Market Fund
|
|
|
1
|
|
|
$
|
287,546,397
|
|
Liabilities:
|
|
|
|
|||||||
September 30, 2021
|
|
Warrant Liability – Public Warrants
|
|
|
1
|
|
|
|
6,037,500
|
|
September 30, 2021
|
|
Warrant Liability – Private Placement Warrants
|
|
|
2
|
|
|
|
3,255,000
|
|
* |
Filed herewith.
|
TZP STRATEGIES ACQUISITION CORP. | ||||||
Date: November 12, 2021 | By: |
/s/ Samuel Katz
|
||||
Name: | Samuel Katz | |||||
Title: | Chief Executive Officer and Director | |||||
(Principal Executive Officer) | ||||||
Date: November 12, 2021 | By: |
/s/ Sheera Michael
|
||||
Name: | Sheera Michael | |||||
Title: | (Principal Financial Officer and | |||||
Principal Accounting Officer) |
1 Year TZP Strategies Acquisition Chart |
1 Month TZP Strategies Acquisition Chart |
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