Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2021, the Registration Statement on Form S-1 (File No. 333-251773) (the "Registration Statement") relating to the initial public offering (the "IPO") of TZP Strategies Acquisition Corp. (the "Company") was declared effective by the U.S. Securities and Exchange Commission. On January 22, 2021, the Company consummated the IPO of 28,750,000 units (the "Units"), which includes the exercise in full by the underwriter of its overallotment option to purchase an additional 3,750,000 Units at the initial public offering price. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the "Class A Ordinary Shares"), and one-thirdof one redeemable warrant (the "Public Warrants"), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $287,500,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:





     •    an Underwriting Agreement, dated January 19, 2021, between the Company
          and Credit 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, dated January 19, 2021,
          between the Company and TZPS 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, dated January 19, 2021, between the Company and
          Continental 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, dated January 19, 2021, between
          the Company and Continental 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, dated January 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, dated January 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, dated January 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 Equity Securities.

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 $1.50 per Private Placement Warrant, generating total proceeds of $7,750,000 (the "Private Placement"). The Private Placement Warrants, which were purchased by the Sponsor, are substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption under certain redemption scenarios and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company under all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Warrant Agreement.

Item 9.01. Financial Statements and Exhibits.






Exhibits
1.1             Underwriting Agreement, dated as of January 19, 2021, between the
              Company and Credit Suisse Securities (USA) LLC, as representative of
              the underwriter

4.1             Warrant Agreement, dated as of January 19, 2021, between
              Continental Stock Transfer & Trust Company and the Company

10.1            Private Placement Warrants Purchase Agreement, dated as of
              January 19, 2021, between the Company and the Sponsor

10.2            Investment Management Trust Account Agreement, dated as of
              January 19, 2021, between Continental Stock Transfer & Trust Company
              and the Company

10.3            Registration and Shareholder Rights Agreement, dated as of
              January 19, 2021, between the Company and the Sponsor

10.4            Letter Agreement, dated as of January 19, 2021, among the Company,
              the Sponsor and each of the officers and directors of the Company

10.5            Administrative Services Agreement, dated as of January 19, 2021,
              between the Company and the Sponsor






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