Item 8.01. Other Events.
On November 10, 2022, Z-Work Acquisition Corp. (the
“Company”) filed a definitive proxy statement (the “Proxy Statement”) relating to a special meeting of shareholders
to approve (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment Proposal”)
and (ii) an amendment to the Company’s Investment Management Trust Agreement, dated January 28,
2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Amendment Proposal”
and together with the Charter Amendment Proposal, the “Proposals”), which would, if implemented, allow the Company to redeem
all of its outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”) in advance of the
Company’s contractual expiration date of February 2, 2023 by changing the date by which the Company must cease all operations except
for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination (a “Business Combination”) from February 2, 2023 to the later of (x) December 8, 2022 or (y)
the date of effectiveness of the second amended and restated charter (the “Amended Termination Date”).
If the Proposals are approved, and because the Company
will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will be obligated to redeem
all Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the “Mandatory
Redemption”).
In the Proxy Statement, the Company reported that
it expected the redemption price per Public Share to be approximately $10.03 at the time of the Mandatory Redemption. Due to higher than
expected interest accrual on the funds in the Company’s trust account and lower than expected tax obligations, the Company now expects
the redemption price per Public Share to be approximately $10.076 (the “New Redemption Price”).
The Company expects to complete the Mandatory Redemption
at the New Redemption Price on or around December 9, 2022, if shareholders approve the Proposals. Additionally, the last day of trading
of the Public Shares will be December 8, 2022, if shareholders approve the Proposals.
The virtual special meeting will be held on Thursday,
December 8, 2022 at 12:00 p.m. Eastern Time, and the record date for the meeting is the close of business (New York time) on November
3, 2022.
Forward-Looking Statements
Certain statements included in this Current Report
on Form 8-K are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, including with respect
to the Company’s anticipated redemption, liquidation and dissolution, and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. Words such as “expect,” “believe,” “anticipate,”
“intend,” “estimate,” “seek,” “future,” “project,” “anticipate”
and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements
relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.
A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed
in the forward-looking statements. For information identifying important factors and risks that could cause actual results to differ
materially from those anticipated in the forward-looking statements, please refer to the Company’s Form S-1 relating
to its initial public offering, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the
Company has filed with the SEC, as amended from time to time. Copies of such filings are available on the SEC’s website, www.sec.gov.
Forward-looking
statements speak only as of the date they are made, and the Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Nothing in
this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set
forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The inclusion
of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that
the events or circumstances described in such statements are material.