UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~ 1October 4, 2022

TCW Special Purpose Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40107	85-4391738
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

865 S. Figueroa St., Suite 1800
865 S. Figueroa St., Suite 1800, Los Angeles, CA		90017
Los Angeles, CA		90017
(Address of principal executive offices)		(Zip Code)

(213) 244-0000

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	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	TSPQ.U	~~The~~ New York Stock Exchange
Class A common stock, par value $0.0001 per share	TSPQ	~~The~~ New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	TSPQ.WS	~~The~~ New York Stock Exchange

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 ☒

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 1.01 Entry into a Material Definitive Agreement

OnAs previously ~~September~~disclosed, 1on June 17, ~~2022~~2021, TCW Special Purpose Acquisition Corp. (the “Company”) ~~entered~~issued ~~into~~a ~~(1) an amendment to the Letter Agreement, dated March 1, 2021, by and among the Company,~~promissory ~~TCW~~note ~~Special Purpose Sponsor LLC and certain officers and directors of the Company~~ (the “~~March~~Working 1Capital ~~Letter Agreement~~Note”), ~~(2) an amendment~~ to ~~the~~TCW ~~Letter~~Asset ~~Agreement,~~Management ~~dated~~Company ~~March 15~~LLC, ~~2021,~~a byDelaware ~~and~~limited ~~between~~liability ~~the~~company ~~Company and Brian Lee~~ (~~the~~ “~~March 15 Letter Agreement~~TAMCO”), ~~(3)~~ an ~~amendment~~affiliate toof the ~~Letter Agreement, dated June 17, 2021, by and between the~~ Company’s ~~and David Rye (the “June 17 Letter Agreement” and~~sponsor, ~~together~~providing ~~with~~for ~~the~~borrowings ~~March~~from 1time ~~Letter Agreement and the March 15 Letter Agreement, the “Letter Agreements”), as well as (4) an amendment~~ to ~~the~~time ~~Investment Management Trust Agreement, dated March 1, 2021,~~ by ~~and between~~ the Company ~~and~~for ~~Continental~~working ~~Stock~~capital ~~Transfer~~purposes ~~& Trust Company (the~~up ~~“Investment Management Trust Agreement”), in each case, in order~~ to ~~rectify~~an aaggregate ~~typographical~~principal ~~error~~amount ~~to include inadvertently omitted language concerning the description~~ of ~~the period of time in which the Company has to complete its initial business combination~~$2, ~~which error resulted from an inaccuracy in the Company’s Second Amended and Restated Certificate of Incorporation~~000, ~~as described in Item 5~~000.~~03 of this Current Report on Form 8-K.~~

~~The amendments to each of the Letter Agreements, each of which attaches~~On ~~the~~October ~~corrected form of the applicable Letter Agreement~~4, ~~as amended~~2022, ~~are~~the ~~filed~~Company ~~as Exhibit 10.1, Exhibit 10.2~~ and ~~Exhibit~~TAMCO ~~10.3~~entered ~~hereto~~into ~~and are~~an ~~incorporated~~amendment byto ~~reference~~the ~~herein.~~Working ~~These~~Capital ~~exhibits~~Note ~~replace and supersede~~ (the ~~versions~~“Note ~~of the March 1 Letter Agreement, March 15 Letter~~Amendment”) ~~Agreement~~in ~~and~~order ~~June~~to 17increase ~~Letter~~the ~~Agreement,~~aggregate ~~respectively,~~principal ~~previously~~amount ~~filed~~of ~~with~~borrowings by the Company’s ~~current~~to ~~reports~~an onaggregate ~~Form~~principal ~~8-K~~amount onof ~~March~~up ~~4, 2021,~~to ~~March 16~~$2, ~~2021 and June 17~~500, ~~2021, respectively~~000.

The Note ~~amendment~~Amendment toalso amends the ~~Investment~~Working ~~Management~~Capital ~~Trust~~Note ~~Agreement,~~to ~~which~~provide ~~attaches~~ that the ~~corrected~~maximum ~~form~~portion of the ~~Investment~~unpaid ~~Management~~principal ~~Trust~~amount ~~Agreement,~~of asthe ~~amended,~~Working Capital isNote ~~filed~~that, asat ~~Exhibit~~TAMCO’s ~~10.4~~election, ~~hereto~~may ~~and~~be isconverted ~~incorporated~~into bywarrants ~~reference herein.~~to ~~This~~purchase ~~exhibit~~shares ~~replaces and supersedes the version~~ of the ~~Investment~~Company’s ~~Management~~common ~~Trust~~stock ~~Agreement, dated March 1, 2021, previously~~upon ~~filed~~the ~~with~~consummation of the Company’s ~~current~~initial ~~report~~business oncombination ~~Form~~shall ~~8-K~~not onexceed ~~March 4~~$2, ~~2021~~000,000.

The foregoing description ofis ~~the~~qualified ~~amendments~~in toits ~~the~~entirety ~~Letter~~by ~~Agreements and~~reference to the ~~Investment~~Note ~~Management~~Amendment, ~~Trust~~a ~~Agreement~~copy ~~does~~of ~~not~~which ~~purport~~is toattached beas ~~complete~~Exhibit 10.1 hereto and is ~~qualified~~incorporated herein by reference. Except as set forth in ~~its~~the ~~entirety~~Note byAmendment, ~~reference~~the toterms of the ~~full~~Working Capital Note remain unchanged. ~~text~~A summary of the ~~amendments,~~material ~~which~~terms ~~are~~of ~~filed~~the asWorking ~~Exhibit~~Capital ~~10.1,~~Note ~~Exhibit~~is ~~10.2,~~included ~~Exhibit~~in ~~10.3~~the ~~and~~Current ~~Exhibit~~Report ~~10.4~~on ~~hereto,~~Form ~~respectively,~~8-K ~~and~~filed ~~are~~by ~~incorporated~~the Company with the ~~herein~~Securities byand ~~reference~~Exchange Commission on June 17, 2021.

Item 5 2.03 ~~Amendments~~Creation toof ~~Articles~~a ofDirect ~~Incorporation~~Financial Obligation or ~~Bylaws;~~an ~~Change~~Obligation inunder ~~Fiscal~~an ~~Year.~~Off-Balance Sheet Arrangement of a Registrant

~~On September 1, 2022, the Company filed a corrected~~The ~~version~~disclosure of its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to rectify a typographical error to include inadvertently omitted language concerning the description of the period of time in which the Company has to complete its initial business combination. As set forth in ~~the~~Item final prospectus filed by the Company in connection with its initial public offering, the Company will redeem 100% of its outstanding shares of Class A common stock if it is unable to complete its initial business combination within 24 months from the closing of such offering (or 27 months from the closing of the offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the initial public offering)1.01 ~~The period~~ of ~~time~~this ~~was~~Current ~~previously inaccurately~~Report ~~described~~on inForm ~~the~~8-K ~~Second~~regarding ~~Amended and Restated Certificate of Incorporation as “24 months from~~ the ~~closing~~Note ofAmendment ~~the initial~~is ~~public~~incorporated ~~offering~~by ofreference ~~the Company (the “Offering”)~~herein.” The Corrected Certificate of Second Amended and Restated Certificate of Incorporation now correctly includes the previously omitted language to describe the period as “24 months from the closing of the Offering (or 27 months from the closing of the Offering if the Corporation has executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Offering).”

~~The Corrected Certificate of Second Amended and Restated Certificate~~Item of9.01 ~~Incorporation~~Financial isStatements ~~effective as of March 2, 2021, which is the original filing date of the Second Amended~~ and ~~Restated Certificate of Incorporation~~Exhibits.

~~A copy of the Corrected Certificate of Second Amended and~~(d) ~~Restated~~Exhibits. ~~Certificate~~The offollowing ~~Incorporation~~exhibit is ~~attached~~filed ~~hereto~~with asthis ~~Exhibit~~Form ~~3.1 and is incorporated by reference herein.~~ 8-K:

Exhibit No.		Description of Exhibit
10.1		Amendment No. 1 to Promissory Note, dated as of October 4, 2022, by and between the Company and TCW Asset Management Company LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 9.01 Financial Statements and Exhibits.~~1

~~(d) Exhibits. The following exhibits are filed with this Form 8-K:~~SIGNATURE

Exhibit No.		Description of Exhibits
3.1		Corrected Certificate of Second Amended and Restated Certificate of Incorporation of TCW Special Purpose Acquisition Corp., filed with the Secretary of State of the State of Delaware on September 1, 2022
10.1		Amendment to the March 1 Letter Agreement, dated as of September 1, 2022, by and among the Company, TCW Special Purpose Sponsor LLC and the Company’s officers and directors
10.2		Amendment to the March 15 Letter Agreement, dated as of September 1, 2022, by and between the Company and Brian Lee
10.3		Amendment to the June 17 Letter Agreement, dated as of September 1, 2022, by and between the Company and David Rye
10.4		Amendment to Investment Management Trust Agreement, dated as of September 1, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	TCW Special Purpose Acquisition Corp.

Date: October 7, 2022	By:	/s/ Richard Villa
		Name:	Richard Villa
		Title:	Chief Financial Officer and Secretary

~~SIGNATURE~~2

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 hereunto duly authorized.

	TCW Special Purpose Acquisition Corp.
Date: September 1, 2022	By:	/s/ Joseph R. Shaposhnik
	Name:	Joseph R. Shaposhnik
	Title:	Chief Executive Officer

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