D & Z MEDIA ACQUISITION CORP. : conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)

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Article 1.01. The conclusion of an important definitive agreement.

The information provided in section 2.03 of this current report on Form 8-K is incorporated by reference in this section 1.01.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

At September 28, 2021, D and Z Media Acquisition Corp. (the “Company”) has issued an unsecured promissory note (the “Note”) with a principal amount of up to
$ 1,000,000 To D and Z Media Holdings LLC (the “Sponsor”), of which $ 650,000 was financed by the Promoter during the execution of the Ticket, which may still be debited from time to time before the Due Date (defined below) at the request of the Company, subject to the approval of the Promoter . The note does not bear interest and the principal balance will be payable on the earliest of the following dates: (i) the date on which the Company completes its initial business combination and (ii) the date on which the liquidation of the Company is effective (such date, the “Due Date”). In the event that the Company carries out its initial business combination, the Promoter has the option on the Maturity Date to convert all or part of the unpaid capital under the Note into this number of warrants (“Warrants working capital ”) equal to the portion of the principal amount of the note to be converted divided by $ 1.50, rounded 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 IPO prospectus dated January 25, 2021 and deposited with the United States Securities Commission, including the transfer restrictions applicable to it. The Ticket is subject to the usual cases of default, the occurrence of some of which automatically triggers the unpaid principal balance of the Ticket and all other sums payable under the Ticket becoming immediately due and payable.

The issue of the note was effected in accordance with the exemption from registration provided 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.

Article 9.01. Financial statements and supporting documents.



(d)    Exhibits.



Exhibit No.   Description
10.1            Promissory Note issued in favor of D and Z Media Holdings LLC, dated
              September 28, 2021
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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