Item 1.01. Entry into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On September 28, 2021, D and Z Media Acquisition Corp. (the "Company") issued an
unsecured promissory note (the "Note") in the principal amount of up to
$1,000,000 to D and Z Media Holdings LLC (the "Sponsor"), of which $650,000 was
funded by the Sponsor upon execution of the Note, which may be further drawn
down from time to time prior to the Maturity Date (defined below) upon request
by the Company, subject to the Sponsor's approval. The Note does not bear
interest and the principal balance will be payable on the earliest to occur of
(i) the date on which the Company consummates its initial business combination
and (ii) the date that the winding up of the Company is effective (such date,
the "Maturity Date"). In the event the Company consummates its initial business
combination, the Sponsor has the option on the Maturity Date to convert all or
any portion of the principal outstanding under the Note into that number of
warrants ("Working Capital Warrants") equal to the portion of the principal
amount of the Note being converted divided by $1.50, rounded up to the nearest
whole number. The terms of the Working Capital Warrants, if any, would be
identical to the terms of the private placement warrants issued by the Company
at the time of its initial public offering (the "IPO"), as described in the
prospectus for the IPO dated January 25, 2021 and filed with the U.S. Securities
and Exchange Commission, including the transfer restrictions applicable thereto.
The Note is subject to customary events of default, the occurrence of certain of
which automatically triggers the unpaid principal balance of the Note and all
other sums payable with regard to the Note becoming immediately due and payable.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Promissory Note issued in favor of D and Z Media Holdings LLC, dated
September 28, 2021
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