Z-Work Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 3, 2022 (
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Item 1.01 Entry into a Material Definitive Agreement
On December 29, 2021, Z-Work Acquisition Corp. (the “Company”) entered into an Amendment, dated as of December 29, 2021 (the “Amendment”), to the Letter Agreement, dated January 28, 2021 (the “Letter Agreement”), by and among the Company, its officers, its directors and Z-Work Holdings LLC (the “Sponsor”). The Letter Agreement restricts, among other things, the transfer or deemed transfer by the Sponsor of shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”) and certain private placement warrants, and any shares of Class A common stock, par value $0.0001 per share, of the Company issued upon conversion or exercise thereof. The Amendment provides for an exception to the transfer restrictions set forth in the Letter Agreement in order to permit the Sponsor to issue profits interests in the Sponsor to Foresight Consulting Group LLC (“Foresight”) in exchange for Foresight’s agreement to perform certain consulting services for the Sponsor.
In connection with the Sponsor’s arrangement with Foresight, the Company has agreed with P. Schoenfeld Asset Management LP (the “anchor investor”) that if the Company completes a business combination identified by Foresight, the anchor investor’s lock-up restrictions with respect to the anchor investor’s shares of the Company shall be waived.
The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibits to this report are listed in the Exhibit Index below and are incorporated by reference herein.
Exhibit Index
| Exhibit No. | Exhibit Description | |
| 10.1 | Amendment, dated as of December 29, 2021, to the Letter Agreement, dated January 28, 2021, by and among Z-Work Acquisition Corp., its officers, its directors and Z-Work Holdings LLC | |
| 104 | Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: January 3, 2022 | Z-WORK ACQUISITION CORP. | |
| By: | /s/ Doug Atkin | |
| Name: | Doug Atkin | |
| Title: | Executive Co-Chairman | |
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