Statement of Ownership (sc 13g)
14 2월 2022 - 8:29PM
Edgar (US Regulatory)
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 Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons
TZPS SPAC Holdings LLC (the Sponsor)
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Cayman
Islands
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
12,354,167(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
12,354,167
(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,354,167 (1)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class
Represented By Amount in Row (9)
30.0%(2)
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
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See Item 4. These are the Issuers Class B ordinary shares, which will automatically convert into the
Issuers Class A ordinary shares at the time of the Issuers initial business combination as more fully described under the heading Description of SecuritiesFounder Shares in the Issuers registration statement on
Form S-1 (File No. 333- 251773). These also include the 5,166,667 private placement warrants each to purchase a Class A ordinary share for $11.50 (the private warrants). The shares reported above are held in the name of the Sponsor. The
Sponsor is controlled by TZP Group Holdings, LP, which is controlled by Mr. Katz.
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(2)
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Based on 28,750,000 Class A ordinary shares issued and outstanding as of December 29, 2021 as reported in
Amendment No. 1 to the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 29, 2021 and assuming the conversion of all Class B ordinary shares and exercise of all of the private warrants held by
the reporting persons.
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1.
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Names of Reporting Persons
TZP Group Holdings, L.P.
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Cayman
Islands
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
12,354,167(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
12,354,167
(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,354,167 (1)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class
Represented By Amount in Row (9)
30.0%(2)
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12.
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Type of Reporting Person
(See Instructions)
PN
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(1)
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See Item 4. These are the Issuers Class B ordinary shares, which will automatically convert into the
Issuers Class A ordinary shares at the time of the Issuers initial business combination as more fully described under the heading Description of SecuritiesFounder Shares in the Issuers registration statement on
Form S-1 (File No. 333- 251773). These also include the 5,166,667 private placement warrants each to purchase a Class A ordinary share for $11.50 (the private warrants). The shares reported above are held in the name of the Sponsor. The
Sponsor is controlled by TZP Group Holdings, LP, which is controlled by Mr. Katz.
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(2)
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Based on 28,750,000 Class A ordinary shares issued and outstanding as of December 29, 2021 as reported in
Amendment No. 1 to the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 29, 2021 and assuming the conversion of all Class B ordinary shares and exercise of all of the private warrants held by
the reporting persons.
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1.
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Names of Reporting Persons
Samuel L. Katz
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
12,354,167(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
12,354,167
(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,354,167 (1)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of Class
Represented By Amount in Row (9)
30.0%(2)
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12.
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Type of Reporting Person
(See Instructions)
IN
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(1)
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See Item 4. These are the Issuers Class B ordinary shares, which will automatically convert into the
Issuers Class A ordinary shares at the time of the Issuers initial business combination as more fully described under the heading Description of SecuritiesFounder Shares in the Issuers registration statement on
Form S-1 (File No. 333- 251773). These also include the 5,166,667 private placement warrants each to purchase a Class A ordinary share for $11.50 (the private warrants). The shares reported above are held in the name of the Sponsor. The
Sponsor is controlled by TZP Group Holdings, LP, which is controlled by Mr. Katz.
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(2)
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Based on 28,750,000 Class A ordinary shares issued and outstanding as of December 29, 2021 as reported in
Amendment No. 1 to the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 29, 2021 and assuming the conversion of all Class B ordinary shares and exercise of all of the private warrants held by
the reporting persons.
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Item 1(a).
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Name of Issuer
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TZP Strategies Acquisition Corp.
Item 1(b).
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Address of the Issuers Principal Executive Offices
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7 Times Square, Suite 4307
New
York, New York 10036
Item 2(a).
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Names of Persons Filing
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This statement is filed by the entities listed below, all of whom are referred to herein as the Reporting Persons:
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(i)
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TZPS SPAC Holdings LLC
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(ii)
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TZP Group Holdings, L.P.
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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7 Times Square, Suite 4307
New
York, New York 10036
TZPS SPAC Holdings, LLC is a limited liability company formed in the Cayman Islands. TZP Group Holdings, L.P. is a limited partnership formed
in the Cayman Islands. Mr. Katz is a citizen of the United States of America.
Item 2(d).
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Title of Class of Securities
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Class A ordinary shares, $0.0001 par value per share.
The Class A ordinary shares are the class of common equity of the Issuer registered pursuant to the Act. The Reporting Persons own
Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuers initial business combination (the Business Combination) on a one-for-one basis, subject to certain adjustments. In the event that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in
excess of the amounts offered in the Issuers initial public offering (the IPO) and related to the closing of the Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary
shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares
issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the
IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business
Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer). The reporting persons also own the private warrants.
G91595101.
Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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Not Applicable.
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by
reference.
As of December 31, 2021, the Reporting Persons may be deemed to beneficially own 7,162,500 the Issuers Class B
ordinary shares, representing 20.0% of the total Class A ordinary shares issued and outstanding and assuming the conversion of all the Class B ordinary shares. The Class B ordinary shares are automatically convertible into the
Issuers Class A ordinary shares at the time of the Issuers initial business combination on a one-for-one basis, subject to adjustment, as more fully
described under the heading Description of SecuritiesFounder Shares in the Issuers registration statement on Form S-1 (File No. 333-251773).
The percentage of the Class B ordinary shares held by the Reporting Persons is Based on 28,750,000 Class A ordinary shares
issued and outstanding as of December 28, 2021 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 28, 2021 and assuming the
conversion of all Class B ordinary shares and exercise of all of the private warrants.
TZPS SPAC Holdings LLC is the record holder
of the shares reported herein.
Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company
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Not Applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
Item 9.
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Notice of Dissolution of Group
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Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
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TZPS SPAC HOLDINGS LLC
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By:
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/s/ Samuel Katz
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Name: Samuel Katz
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Title: Chief Executive Officer
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TZP GROUP HOLDINGS, LP
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By: TZP Group Holdings GP, LLC, its general partner
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By:
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/s/ Samuel Katz
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Name: Samuel Katz
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Title: Managing Member
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By:
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/s/ Samuel Katz
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Name: Samuel Katz
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