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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(date of ~~1934~~earliest event reported): October 31, 2022

~~Date~~Z-Work ~~of Report~~ Acquisition Corp. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported): January~~specified 3,in ~~2022~~its ~~(December 29, 2021~~charter)

~~Z-Work~~Commission file ~~Acquisition~~number ~~Corp.~~001-39960

(Exact name of registrant as specified in its charter)

Delaware		85-3333982
(State of incorporation)		(I.R.S. Employer Identification No.)

Delaware		001-39960		85-3333982
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

575 Fifth Avenue, 15th Floor

~~575~~New ~~Fifth~~York, ~~Avenue~~NY 10017 (Address of principal executive offices)

~~15th~~(626) 867-7295 ~~Floor~~Registrant’s telephone number, including area code

~~New~~Not ~~York~~Applicable (Former Name or Former Address, NYif ~~10017~~Changed Since Last Report)

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (626) 867-7295

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))

☐

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
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant	ZWRKU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock and one-third of one Redeemable Warrant	ZWRKU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	ZWRK	The Nasdaq Stock Market LLC
Shares of Class A common stock, par value $0.0001 per share, included as part of Units	ZWRK	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	ZWRKW	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	ZWRKW	The Nasdaq Stock Market LLC

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 ☒

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~December~~October 2931, ~~2021~~2022, Z-Work ~~Acquisition~~ Acquisition Corp. (the “Company”) ~~entered~~filed ~~into~~a anpreliminary ~~Amendment,~~proxy ~~dated~~statement ~~as of December 29, 2021~~ (the “~~Amendment~~Preliminary Proxy Statement”)~~, to~~ ~~the~~which ~~Letter~~contains proposals ~~Agreement,~~to ~~dated~~amend ~~January 28, 2021 (the “Letter Agreement”), by~~ and ~~among~~restate the Company,’s ~~its~~Amended ~~officers, its directors~~ and ~~Z-Work~~Restated ~~Holdings~~Certificate ~~LLC~~of Incorporation (the “~~Sponsor~~Articles”). ~~The~~and ~~Letter~~to ~~Agreement restricts, among other things, the transfer or deemed transfer~~amend by the ~~Sponsor~~Company’s ofInvestment ~~shares~~Management ofTrust ~~Class~~Agreement ~~B common stock, par value $0.0001 per share, of the Company~~ (the “~~Founder~~Trust ~~Shares~~Agreement”). ~~and~~The ~~certain private~~amended ~~placement warrants,~~ and ~~any~~restated ~~shares~~Articles ofand amended ~~Class~~Trust AAgreement ~~common~~will ~~stock,~~allow ~~par value $0.0001 per share, of~~ the Company ~~issued upon conversion or exercise thereof. The Amendment provides for an exception~~ to ~~the~~effect ~~transfer restrictions set forth in~~ the ~~Letter~~redemption ~~Agreement~~of inits ~~order~~outstanding ~~to permit~~Class ~~the~~A ~~Sponsor~~common tostock ~~issue~~for ~~profits~~cash ~~interests~~held in ~~the Sponsor to Foresight Consulting Group LLC (“Foresight”) in exchange for~~its ~~Foresight’s~~trust ~~agreement~~account prior to ~~perform~~December ~~certain~~31, ~~consulting services for the Sponsor~~2022.

InInvestors ~~connection~~are ~~with~~encouraged ~~the~~to ~~Sponsor’s arrangement~~read ~~with Foresight,~~ the ~~Company~~Preliminary ~~has~~Proxy ~~agreed~~Statement ~~with P. Schoenfeld Asset Management LP (the “anchor investor”) that if~~which ~~the~~can ~~Company~~be ~~completes~~found aon ~~business combination identified by Foresight,~~ the ~~anchor investor~~SEC’s ~~lock-up~~website ~~restrictions~~at ~~with respect to the anchor investor’s shares of the Company shall be waived~~www.sec.gov.

~~The foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.~~1 ~~hereto and incorporated by reference herein.~~

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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 thereunto duly authorized.

The exhibits to this report are listed in the Exhibit Index below and are incorporated by reference herein.

Date: October 31, 2022	Z-WORK ACQUISITION CORP.

	By:	/s/ Doug Atkin
		Name: Doug Atkin
		Title: Executive Co-Chairman

~~Exhibit Index~~2

Exhibit No.		Exhibit Description
10.1		Amendment, dated as of December 29, 2021, to the Letter Agreement, dated January 28, 2021, by and among Z-Work Acquisition Corp., its officers, its directors and Z-Work Holdings LLC
104		Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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 thereunto duly authorized.

Date: January 3, 2022	Z-WORK ACQUISITION CORP.
	By:	/s/ Doug Atkin
	Name:	Doug Atkin
	Title:	Executive Co-Chairman

Filing Compare · Z-Work Acquisition Corp.