UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of of report (Date of earliest event reported): ~~December~~January 2723, ~~2022~~2023

D and Z Media Acquisition Corp.
(Exact name of registrant as specified in its charter)

Delaware		001-39934		85-3390360
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2870 Peachtree Road NW, Suite 509 Atlanta, GA		30305
(Address of principal executive offices)		(Zip Code)

(404) 585-8233
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last 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:

☐

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	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-third of one Warrant	DNZ.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	DNZ	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	DNZ WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~December~~January 2723, ~~2022~~2023, ~~Mark~~ ~~Wiltamuth resigned as the Chief Financial Officer of~~ D and Z Media Acquisition Corp. (the “Company”) ~~effective~~issued asa ofpress ~~January 8,~~release ~~2023.~~announcing ~~Mr.~~that ~~Wiltamuth’s~~it ~~resignation~~will ~~was~~redeem ~~not~~all of the ~~result~~outstanding shares of ~~any~~its ~~dispute~~Class orA ~~disagreement~~common ~~with~~stock (the ~~Company~~“public orshares”), ~~the~~effective ~~board~~as of ~~directors of~~ the ~~Company~~close ~~(the~~of ~~“Board”)~~business on ~~any~~February ~~matter~~7, ~~relating~~2023, to because the Company’s ~~operations,~~sponsor ~~policies~~has ordetermined ~~practices,~~it ~~including~~will ~~its~~not make the previously announced additional contribution to the trust account required ~~controls~~to ofbe ~~financial-related~~deposited ~~matters~~in the trust account on January 28, 2023.

InAs ~~connection~~permitted ~~with~~under the ~~Mr. Wiltamuth~~Company’s ~~resignation,~~ onamended ~~December~~and 27restated certificate of incorporation, ~~2022~~as amended (the “Charter”), the ~~Board~~Company’s ~~appointed~~board of ~~Betty~~directors ~~Liu~~has set January 27, 2023 as the ~~Chief~~termination ~~Financial~~date ~~Officer~~following ofwhich the Company ~~effective~~will, asin accordance with the Charter, (i) cease all operations except for the purpose of ~~January~~winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter 8subject to lawfully available funds therefor, ~~2023.~~redeem ~~Ms.~~the ~~Liu~~public ~~will~~shares ~~also~~in ~~continue~~consideration of a per-share price, payable in cash, equal to the ~~serve~~quotient asobtained by dividing (A) the ~~Chairman~~aggregate amount then on deposit in the trust account, ~~President~~including interest not previously released to the Company (less taxes payable and ~~Chief~~up ~~Executive~~to ~~Officer~~$100,000 of interest to pay dissolution expenses), by (B) the ~~Company.~~total ~~Additional~~number ~~information~~of then outstanding ~~regarding~~public shares, ~~among~~which ~~other~~redemption ~~things~~will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, ~~Ms.~~if ~~Liu’s~~any), ~~background~~subject to applicable law, and ~~compensatory~~(iii) ~~arrangements~~as ispromptly ~~contained~~as inreasonably possible following such redemption, subject to the approval of the Company’s ~~Annual~~remaining ~~Report on~~stockholders ~~Form~~and ~~10-K~~board ~~filed~~of directors in accordance with ~~the~~applicable ~~Securities~~law, dissolve and ~~Exchange~~liquidate, subject ~~Commission~~in oneach ~~April~~case ~~12,~~to ~~2022~~the ~~and~~Company’s isobligations ~~incorporated~~under ~~herein~~Delaware bylaw ~~reference~~to provide for claims of creditors and other requirements of applicable law.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

~~SIGNATURE~~Forward-Looking Statements

~~Pursuant~~This toCurrent Report on Form 8-K includes “forward-looking statements” within the ~~requirements~~ meaning of the safe harbor provisions of the United States Private Securities ~~Exchange~~Litigation Reform Act of ~~1934~~1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the ~~registrant~~expected ~~has~~per-share ~~duly~~redemption ~~caused~~price and timing for redemptions and the delisting of the Company’s securities by the New York Stock Exchange. These statements are based on current expectations on the date of this ~~report~~Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to bediffer ~~signed~~significantly, including those risks set forth in the Company’s most recent Annual Report on ~~its~~Form ~~behalf~~10-K byand subsequent Quarterly Reports on Form 10-Q and other documents filed with the ~~undersigned~~U.S. ~~hereunto~~Securities and Exchange Commission (the “SEC”). Copies of such filings are available on the SEC’s website ~~duly~~at ~~authorized~~www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

DItem ~~AND Z MEDIA ACQUISITION CORP~~9.01. ~~By:~~Financial ~~/s/~~Statements ~~Betty~~and ~~Liu Name: Betty Liu Title: Chief Executive Officer~~Exhibits.

~~Date:~~(d) ~~December 30, 2022~~Exhibits.

Exhibit No.		Description
99.1		Press Release, dated January 23, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

	D AND Z MEDIA ACQUISITION CORP.

	By:	/s/ Betty Liu
	Name:	Betty Liu
	Title:	Chief Executive Officer

Date: January 23, 2023

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