~~United~~UNITED ~~States~~STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): January 6 9, 2023

Date of Report (Date of earliest event reported)

TZP STRATEGIES ACQUISITION CORP.

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Cayman Islands	001-39909	98-1555127
(State or other jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

888 Seventh Ave., 20th Floor New York, New York		10106
(Address of Principal Executive Offices)		(Zip Code)

888 Seventh Ave., 20th Floor, New York, New York (10106)

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area~~Offices) ~~code:~~ (~~212)~~Zip ~~398-0300~~Code)

(212) 398-0300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	TZPSU	The Nasdaq Capital Markets
Class A ordinary shares included as part of the units	TZPS	The Nasdaq Capital Markets
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TZPSW	The Nasdaq Capital Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 3.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On January 69, 2023, TZP Strategies Acquisition Corp. (the “Company”) ~~issued~~received a ~~press~~notice ~~release~~from ~~announcing~~the itListing ~~will~~Qualifications ~~redeem~~Department ~~all~~of The Nasdaq Stock Market (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its ~~outstanding~~fiscal ~~Class A~~year ~~ordinary~~ended ~~shares~~December 31, ~~par~~2021, ~~value~~as $0required by Nasdaq Listing Rule 5620(a).~~0001,~~ ~~effective~~In asaccordance ofwith Nasdaq Listing Rule 5810(c)(2)(G), the ~~close~~Company ofhas ~~business~~45 oncalendar ~~January~~days (or until February 23, 2023) to submit a plan to regain compliance and, ~~because~~if Nasdaq accepts the plan, Nasdaq may grant the Company ~~will~~up ~~not~~to ~~consummate~~180 ancalendar ~~initial~~days ~~business~~from ~~combination~~its fiscal year end, or until June 29, 2023, to regain compliance. The Company intends to submit a compliance plan within the ~~time~~specified period ~~required~~to bythe ~~its~~extent ~~Amended~~it ~~and~~remains ~~Restated~~listed ~~Memorandum~~on ~~and~~the ~~Articles~~Nasdaq. ofAs ~~Association~~described further in Item 8.01 Ato ~~copy~~this ofCurrent Report on Form 8-K, the ~~press~~Company ~~release~~expects isthat ~~attached~~the ~~hereto~~Nasdaq aswill ~~Exhibit~~file ~~99.1~~a ~~and~~Form is25 ~~incorporated~~with ~~herein~~the byCommission ~~reference.~~to delist its securities after the close of business on January 20, 2023.

Item 9 8.01. ~~Financial~~Other ~~Statements and Exhibits.~~Events

Exhibit No.		Description
99.1		Press release, dated January 6, 2023
104		Cover Page Interactive Data File (embedded with XBRL document).

As announced on January 6, 2023, the Company will redeem all of its outstanding Class A ordinary shares, par value $0.0001, 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 Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the Commission to delist its securities after the close of business on January 20, 2023.

~~SIGNATURES~~Cautionary Note Regarding Forward Looking Statements

~~Pursuant~~Statements tocontained in this Current Report on Form 8-K that are not historical facts may be forward-looking statements within the ~~requirements~~meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the ~~Registrant~~negative ~~has~~of ~~duly~~these ~~caused~~words ~~this~~or ~~report~~other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Such forward-looking statements may relate to, beamong ~~signed~~other onthings, ~~its~~the ~~behalf~~Company’s bycontinued efforts and ability to regain and maintain compliance with the ~~undersigned~~Nasdaq ~~hereunto~~Listing ~~duly~~Rules. ~~authorized~~Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

Dated: January 6, 2023	TZP STRATEGIES ACQUISITION CORP.
	By:	/s/ Samuel Katz
	Name: Title:	Samuel Katz Chief Executive Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 13, 2023


TZP STRATEGIES ACQUISITION CORP.

By:		/s/ Samuel Katz
Name:		Samuel Katz
Title:		Chief Executive Officer

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