Item 1.01 Entry into a Material Definitive Agreement
On December 29, 2021, Z-Work Acquisition Corp. (the "Company") entered into an
Amendment, dated as of December 29, 2021 (the "Amendment"), to the Letter
Agreement, dated January 28, 2021 (the "Letter Agreement"), by and among the
Company, its officers, its directors and Z-Work Holdings LLC (the "Sponsor").
The Letter Agreement restricts, among other things, the transfer or deemed
transfer by the Sponsor of shares of Class B common stock, par value $0.0001 per
share, of the Company (the "Founder Shares") and certain private placement
warrants, and any shares of Class A common stock, par value $0.0001 per share,
of the Company issued upon conversion or exercise thereof. The Amendment
provides for an exception to the transfer restrictions set forth in the Letter
Agreement in order to permit the Sponsor to issue profits interests in the
Sponsor to Foresight Consulting Group LLC ("Foresight") in exchange for
Foresight's agreement to perform certain consulting services for the Sponsor.
In connection with the Sponsor's arrangement with Foresight, the Company has
agreed with P. Schoenfeld Asset Management LP (the "anchor investor") that if
the Company completes a business combination identified by Foresight, the anchor
investor's lock-up restrictions with respect to the anchor investor's shares of
the Company shall be waived.
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
(d) Exhibits
The exhibits to this report are listed in the Exhibit Index below and are
incorporated by reference herein.
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Z-WORK ACQUISITION CORP. 
