NEW
YORK, Jan. 6, 2023 /PRNewswire/ -- 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 (the "Public Shares"), effective as of the close of business
on January 23, 2023, because the
Company will not consummate an initial business combination within
the time period required by its Amended and Restated Memorandum and
Articles of Association (the "Articles").
As stated in the Company's Articles and in the Company's
registration statement on Form S-1 (Registration No. 333-251773),
initially filed with the United States Securities and Exchange
Commission (the "Commission") on December
28, 2020, relating to the Company's initial public offering
(the "Form S-1"), if the Company is unable to complete an initial
business combination within 24 months of the initial public
offering, the Company will: (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account
and not previously released to the Company to pay its taxes, if any
(less up to $100,000 of interest to
pay dissolution expenses) divided by the number of the
then-outstanding public shares, which redemption will completely
extinguish public shareholders' rights as shareholders (including
the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company's remaining
shareholders and the Company's board of directors, liquidate and
dissolve, subject in the case of clauses (ii) and (iii), to
the Company's obligations under Cayman
Islands law to provide for claims of creditors and the
requirements of other applicable law.
Net of taxes and dissolution expenses, the per-share redemption
price for the Public Shares is expected to be approximately
$10.14 (the "Redemption Amount"). In
accordance with the terms of the related trust agreement, the
Company expects to retain $100,000 of
the interest and dividend income from the Trust Account to pay
dissolution expenses.
The Company anticipates that the last day of trading in the
Class A ordinary shares will be January 20,
2023. As of the close of business on January 23, 2023, the Public Shares will be
deemed cancelled and will represent only the right to receive the
Redemption Amount.
The Redemption Amount will be payable to the holders of the
Public Shares upon presentation of their respective share or unit
certificates or other delivery of their shares or units to the
Company's transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of Public Shares held in "street name,"
however, will not need to take any action in order to receive the
Redemption Amount.
There will be no redemption rights or liquidating distributions
with respect to the Company's warrants. The Company's initial
shareholders has waived their redemption rights with respect to the
outstanding outstanding Class B ordinary shares issued prior to the
Company's initial public offering. After January 23, 2023, the Company shall cease all
operations except for those required to wind up the Company's
business.
The Company expects that The Nasdaq Stock Market LLC will file a
Form 25 with the Commission to delist its securities. The Company
thereafter expects to file a Form 15 with the Commission to
terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended.
About TZP Strategies Acquisition
Corp.
TZP Strategies Acquisition Corp. is a blank check company formed
for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words
such as "believes," "expects," "intends," "plans," "estimates,"
"assumes," "may," "should," "will," "seeks," or other similar
expressions. Such statements may include, but are not limited to,
statements regarding the impact of the Company's restatement of
certain historical financial statements, the Company's cash
position and cash held in the Trust Account and any proposed
remediation measures with respect to identified material
weaknesses. These statements are based on current expectations on
the date of this Current Report on Form 8-K and involve a number of
risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update
or revise any such forward-looking statements, whether as the
result of new developments or otherwise. Readers are cautioned not
to put undue reliance on forward-looking statements.
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SOURCE TZP Strategies Acquisition Corp.