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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 | ☒ |
Item 1. |
Condensed Financial Statements. |
For the Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
General and administrative expenses |
$ | 419,490 | $ | 1,521,768 | ||||
|
|
|
|
|||||
Loss from operations |
(419,490 |
) |
(1,521,768 |
) | ||||
Other income: |
||||||||
Income earned on investments held in Trust Account |
4,017 | 39,082 | ||||||
Interest expense |
— | (4,776 | ) | |||||
Transaction costs allocated to warrant liabilities |
— | (791,150 | ) | |||||
Change in fair value of warrant liabilities |
3,687,500 | 12,095,000 | ||||||
|
|
|
|
|||||
Total other income, net |
3,691,517 | 11,338,156 | ||||||
|
|
|
|
|||||
Net income |
$ |
3,272,027 |
$ |
9,816,388 |
||||
|
|
|
|
|||||
Weighted average shares outstanding, Class A ordinary shares |
28,750,000 |
22,041,667 | ||||||
|
|
|
|
|||||
Basic net income per share, Class A ordinary shares |
$ |
0.09 |
$ |
0.34 |
||||
|
|
|
|
|||||
Basic weighted average shares outstanding, Class B ordinary shares |
7,187,500 | 6,968,750 | ||||||
|
|
|
|
|||||
Basic net income per share, Class B ordinary shares |
$ |
0.09 |
$ |
0.34 |
||||
|
|
|
|
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||
Balance — January 1, 2022 |
— |
$ |
— |
7,187,500 |
$ |
719 |
$ |
— |
$ |
(19,889,611 |
) |
$ |
(19,888,892 |
) | ||||||||||||||
Net income |
— |
— |
— |
— |
— |
3,272,027 | 3,272,027 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2022 (unaudited) |
— |
$ |
— |
7,187,500 |
$ |
719 |
$ |
— |
$ |
(16,617,584 |
) |
$ |
(16,616,865 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
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 (unaudited) |
— |
$ |
— |
7,187,500 |
$ |
719 |
$ |
— |
$ |
(18,977,219 |
) |
$ |
(18,976,500 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
||||||||
2022 |
2021 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income |
$ | 3,272,027 | $ | 9,816,388 | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Income earned on investments held in Trust Account |
(4,017 | ) | (39,082 | ) | ||||
Change in fair value of warrant liabilities |
(3,687,500 | ) | (12,095,000 | ) | ||||
Transaction costs allocated to warrant liabilities |
— | 791,150 | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other current assets |
90,375 | (365,021 | ) | |||||
Accrued expenses |
54,287 | 1,405,284 | ||||||
|
|
|
|
|||||
Net cash used in operating activities |
(274,828 |
) |
(486,281 |
) | ||||
|
|
|
|
|||||
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 | ||||||
Proceeds from advances from related party |
— | — | ||||||
Proceeds from promissory note – related party |
150,000 | — | ||||||
Repayment of promissory note – related party |
— | (123,492 | ) | |||||
Payment of offering costs |
— | (453,046 | ) | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
150,000 |
288,923,462 |
||||||
|
|
|
|
|||||
Net Change in Cash |
(124,828 |
) |
937,181 |
|||||
Cash – Beginning |
156,181 | — | ||||||
|
|
|
|
|||||
Cash – Ending |
$ |
31,353 |
$ |
937,181 |
||||
|
|
|
|
|||||
Non-cash investing and financing activities: |
||||||||
Deferred underwriting fee payable |
$ | — | $ | 10,062,500 | ||||
|
|
|
|
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 |
For the Three Months Ended March 31, |
||||||||||||||||
2022 |
2021 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income per ordinary share |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net income, adjusted for |
$ | 2,617,622 | $ | 654,405 | $ | 7,458,340 | $ | 2,358,048 | ||||||||
Denominator: |
||||||||||||||||
Basic and diluted weighted average shares outstanding |
28,750,000 | 7,187,500 | 22,041,667 | 6,968,750 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income per ordinary share |
$ | 0.09 | $ | 0.09 | $ | 0.34 | $ | 0.34 |
• | 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 assessment of the assumptions that market participants would use in pricing the asset or liability. |
March 31, 2022 |
Level |
Fair Value |
||||||
Assets: |
||||||||
Investment held in Trust Account –Money Market Fund |
1 |
$ |
287,556,052 |
|||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 |
2,491,667 |
||||||
Warrant Liability – Private Placement Warrants |
2 |
1,343,333 |
|
|
|
|
|
|
| ||
December 31, 2021 |
||||||||
Assets: |
||||||||
Investment held in Trust Account –Money Market Fund |
1 | $ | 287,552,035 | |||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 | 4,887,500 | ||||||
Warrant Liability – Private Placement Warrants |
2 | 2,635,000 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. |
Defaults Upon Senior Securities |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibits |
No. |
Description of Exhibit | |
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101 |
* | Filed herewith. |
TZP STRATEGIES ACQUISITION CORP. | ||||
Date: May 16, 2022 | By: | /s/ Samuel Katz | ||
Name: | Samuel Katz | |||
Title: | Chief Executive Officer and Director (Principal Executive Officer) | |||
Date: May 16, 2022 | 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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