Item 1.01. Entry into a Material Definitive Agreement.
On
• an Underwriting Agreement, datedJanuary 19, 2021 , between the Company andCredit Suisse Securities (USA) LLC , as representative of the underwriter, which contains customary representations and warranties and indemnification of the underwriter by the Company; • a Private Placement Warrants Purchase Agreement, datedJanuary 19, 2021 , between the Company andTZPS SPAC Holdings LLC (the "Sponsor"), pursuant to which the Sponsor purchased 5,166,667 private placement warrants, each exercisable to purchase one Class A ordinary share at$11.50 per share, at a price of$1.50 per warrant (the "Private Placement Warrants"); • a Warrant Agreement, datedJanuary 19, 2021 , between the Company andContinental Stock Transfer & Trust Company , as warrant agent (the "Warrant Agreement"), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement; • an Investment Management Trust Agreement, datedJanuary 19, 2021 , between the Company andContinental Stock Transfer & Trust Company , as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; • a Registration and Shareholder Rights Agreement, datedJanuary 19, 2021 , between the Company and the Sponsor, which provides for customary demand and piggy-back registration rights for the Sponsor, as well as certain transfer restrictions applicable to the Sponsor with respect to the Company's securities and, upon consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company's board of directors; • a Letter Agreement, datedJanuary 19, 2021 , by and among the Company, the Sponsor and each of the officers and directors of the Company (together with the Sponsor, the "Insiders"), pursuant to which each Insider has agreed to vote any Class A Ordinary Shares held by such Insider in favor of the Company's initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months; and to certain transfer restrictions with respect to the Company's securities; and • an Administrative Services Agreement, datedJanuary 19, 2021 , by and between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space and certain administrative and support services, as may be required by the Company from time to time, for$10,000 per month until the Company's initial business combination or liquidation.
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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, and 10.5, respectively.
Item 3.02. Unregistered Sales of
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 5,166,667 Private
Placement Warrants at a price of
Item 9.01. Financial Statements and Exhibits.
Exhibits 1.1 Underwriting Agreement, dated as ofJanuary 19, 2021 , between the Company andCredit Suisse Securities (USA) LLC , as representative of the underwriter 4.1 Warrant Agreement, dated as ofJanuary 19, 2021 , betweenContinental Stock Transfer & Trust Company and the Company 10.1 Private Placement Warrants Purchase Agreement, dated as ofJanuary 19, 2021 , between the Company and the Sponsor 10.2 Investment Management Trust Account Agreement, dated as ofJanuary 19, 2021 , betweenContinental Stock Transfer & Trust Company and the Company 10.3 Registration and Shareholder Rights Agreement, dated as ofJanuary 19, 2021 , between the Company and the Sponsor 10.4 Letter Agreement, dated as ofJanuary 19, 2021 , among the Company, the Sponsor and each of the officers and directors of the Company 10.5 Administrative Services Agreement, dated as ofJanuary 19, 2021 , between the Company and the Sponsor 3
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