CUSIP
No. 98880C102
1
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NAME OF REPORTING PERSON
Z-Work Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
5,750,000 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
5,750,000 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,750,000 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20%(2)
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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Consists
of 5,750,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock ”), of Z-Work Acquisition
Corp (the “Issuer”) acquirable upon conversion of 5,750,000 shares of Class B Common Stock, par value $0.0001 per share (“Class
B Common Stock”) of the Issuer.
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(2)
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Based
on 28,750,000 shares of Class A Common Stock outstanding, which is the sum of (i) 23,000,000 shares of Class A Common Stock outstanding
as of December 23, 2021, as reported by the Issuer in the Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission
(“SEC”) for the period ended September 30, 2021, and (ii) 5,750,000 shares of Class A Common Stock issuable upon the conversion
of the 5,750,000 shares of Class B Common Stock reported herein.
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CUSIP
No. 98880C102
1
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NAME OF REPORTING PERSON
Douglas M. Atkin
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
5
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SOLE VOTING POWER
0
|
6
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SHARED VOTING POWER
5,750,000(1)
|
7
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SOLE DISPOSITIVE POWER
0
|
8
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SHARED DISPOSITIVE POWER
5,750,000(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,750,000(1)
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20%(2)
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12
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TYPE OF REPORTING PERSON
IN
|
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(1)
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Represents
securities directly owned by Z-Work Holdings LLC.
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(2)
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Based
on 28,750,000 shares of Class A Common Stock outstanding, which is the sum of (i) 23,000,000 shares of Class A Common Stock outstanding
as of December 23, 2021 as reported by the Issuer in the Quarterly Report on Form 10-Q/A filed with the SEC for the period ended September
30, 2021, and (ii) 5,750,000 shares of Class A Common Stock issuable upon the conversion of the 5,750,000 shares of Class B Common Stock
reported herein.
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Item
1(a). Name of Issuer:
Z-Work
Acquisition Corp.
Item
1(b). Address of Issuer’s Principal Executive Offices:
575
5th Avenue 15th Floor
New
York, NY 10017
Item
2(a). Name of Person Filing:
This
Schedule 13G is filed jointly by Z-Work Holdings LLC (the “Sponsor”), and Douglas M. Atkin (collectively, the “Reporting
Persons”).
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of the Reporting Persons is as follows:
575
5th Avenue 15th Floor
New
York, NY 10017
Item
2(c). Citizenship:
The
Sponsor is incorporated under the laws of the State of Delaware. Mr. Atkin is a citizen of the United States.
Item
2(d). Titles of Classes of Securities:
Class
A Common Stock, par value $0.0001 per share
Item
2(e). CUSIP Number:
98880C102
Item
3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a)
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☐
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Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐
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Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐
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Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group in accordance with § 240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________
Item
4. Ownership
As
of December 31, 2021, the Sponsor directly owned 5,750,000 shares of Class B Common Stock, which are convertible into shares of Class
A Common Stock of the Issuer on a one-for-one basis, representing 20% of the Issuer’s outstanding stock. Mr. Atkin is the managing
member of the Sponsor. As a result of this relationship, Mr. Atkin may be deemed to have or share beneficial ownership of the securities
directly held by the Sponsor. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their direct
ownership.
The
percentage ownership was calculated assuming that 28,750,000 shares of Class A Common Stock are outstanding based on the sum of (i) 23,000,000
shares of Class A Common Stock outstanding as of December 23, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q/A
filed with the SEC for the period ended September 30, 2021, and (ii) 5,750,000 shares of Class A Common Stock issuable upon the conversion
of the 5,750,000 shares of Class B Common Stock owned by the Sponsor.
This
Schedule 13G excludes 3,966,666 shares of Class A Common Stock issuable upon the exercise of 3,966,666 private placement warrants held
directly by the Sponsor. Each warrant becomes exercisable to purchase one share of Class A Common Stock at $11.50 per share, subject
to adjustment, 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion
of the Issuer’s initial business combination or earlier upon redemption or liquidation.
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(a)
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Amount
beneficially owned:
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See
responses to Item 9 on the cover pages, which are incorporated herein by reference.
See
responses to Item 11 on the cover pages, which are incorporated herein by reference.
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(c)
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Number
of shares as to which such person has
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(i)
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Sole
power to vote or to direct the vote:
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See
responses to Item 5 on the cover pages, which are incorporated herein by reference.
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(ii)
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Shared
power to vote or to direct the vote:
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See
responses to Item 6 on the cover pages, which are incorporated herein by reference.
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(iii)
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Sole
power to dispose or to direct the disposition of:
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See
responses to Item 7 on the cover pages, which are incorporated herein by reference.
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(iv)
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Shared
power to dispose or to direct the disposition of:
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See
responses to Item 8 on the cover pages, which are incorporated herein by reference.
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 person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Under
certain circumstances, members of the Sponsor could have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, shares of Class A Common Stock owned by the Sponsor.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
Not
Applicable.
Item
8. Identification and Classification of Members of the Group.
See
Item 2(a) above.
Item
9. Notice of Dissolution of Group.
Not
Applicable.
Item
10. Certification.
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 10, 2022
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Z-Work Holdings LLC
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/s/ Douglas M. Atkin
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Name:
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Douglas M. Atkin
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Title:
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Managing Member
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Douglas M. Atkin
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/s/ Douglas M. Atkin
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Name:
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Douglas M. Atkin
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EXHIBIT
INDEX
8