SC 13G/A

Names of Reporting Persons

TZPS SPAC Holdings LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

SC 13G/A 1 d411674dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

TZP Strategies Acquisition Corp.

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G91595101

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


Item 1(a).		Name of Issuer:

		TZP Strategies Acquisition Corp. (the “Issuer”)

Item 1(b).		Address of Issuer’s Principal Executive Offices: 7 Times Square, Suite 4307 New York, New York 10036

Item 2(a).		Names of Persons Filing:

		This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”: 1. TZPS SPAC Holdings LLC (the “Sponsor”) 2. TZP Group Holdings, L.P. 3. Samuel L. Katz

Item 2(b).		Address of the Principal Business Office or, if None, Residence:

		7 Times Square, Suite 4307 New York, New York 10036

Item 2(c).		Citizenship:

		See responses to Item 4 on each cover page.

Item 2(d).		Title of Class of Securities:

		Class A ordinary shares, par value $0.0001 per share

Item 2(e).		CUSIP Number:

		G91595101

Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

		Not Applicable.

Item 4.		Ownership. (a) Amount beneficially owned: See response to Item 9 on each cover page. (b) Percent of Class: See response to Item 11 on each cover page. (c) Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.


		(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.

Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒. Upon effectiveness of the Issuer’s delisting and deregistration, the Reporting Persons will cease to have reporting obligations with respect to any equity securities of the Issuer.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9.		Notice of Dissolution of Group.

		Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2023


TZPS SPAC HOLDINGS LLC

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

TZP GROUP HOLDINGS, L.P.

By: TZP Group Holdings GP, LLC, its general partner

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

SAMUEL L. KATZ

By:		/s/ SAMUEL L. KATZ

SEC Form SC 13G/A filed by TZP Strategies Acquisition Corp. (Amendment)