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): ~~November~~December 2515, 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, 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	New York Stock Exchange
Class A common stock, par value $0.0001 per share	TSPQ	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 per share	TSPQ WS	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 81.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

OnThe ~~November~~information ~~25,~~set ~~2022,~~forth ~~TCW~~in ~~Special~~Item ~~Purpose Acquisition Corp~~3.03 ~~(the “Company”) filed a definitive proxy statement relating to a special meeting~~ of ~~shareholders to approve (i) an amendment~~this toCurrent ~~the~~Report ~~Company’s~~on ~~second~~Form ~~amended~~8-K ~~and~~related ~~restated~~to ~~certificate of incorporation (~~the ~~“Charter Amendment Proposal”) and (ii), an~~ amendment toof the ~~Investment Management~~ Trust Agreement, ~~dated March 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company,~~ (as ~~trustee~~defined ~~(the “Trust Amendment Proposal” and together with the Charter Amendment Proposal, the “Proposals”~~below)~~, which~~ ~~would,~~is ifincorporated ~~implemented,~~herein 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 March 4, 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 with one or more businesses (a “Business Combination”) from March 4, 2023 (or June 4, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by March 4, 2023) to the later of (x) December 15, 2022 or (y) the date of effectiveness of the third amended and restated charter (the “Amended Termination Date”)reference.

IfItem 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”)3.03 ~~The~~Material ~~Company~~Modification ~~expects~~ to ~~complete~~Rights ~~the Mandatory Redemption on or around December 16, 2022, if shareholders approve the Proposals. Additionally, the last day~~ of ~~trading~~Security ~~of the Public Shares will be December 15, 2022, if shareholders approve the Proposals~~Holders.

The ~~virtual~~information ~~special~~set ~~meeting~~forth ~~will~~in beItem ~~held~~8.01 onof ~~Thursday,~~this ~~December~~Current ~~15,~~Report ~~2022~~on atForm ~~11:30~~8-K ~~a.m. Eastern Time, and the record date for the meeting~~ is ~~the~~incorporated ~~close~~herein ofby ~~business (New York time) on November 16, 2022~~reference.

~~Forward-Looking~~At ~~Statements~~the special meeting of stockholders of TCW Special Purpose Acquisition Corp. (the “Company”) held on December 15, 2022 (the “Special Meeting”) stockholders of the Company approved (i) the third amended and restated certificate of incorporation (the “Third Amended and Restated Charter”) and (ii) an amendment to the Investment Management Trust Agreement, dated March 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”), to 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 March 4, 2023 (or June 4, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by March 4, 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 from March 4, 2023 (or June 4, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by March 4, 2023) to the later of (x) December 15, 2022 or (y) the date of effectiveness of the Third Amended and Restated Charter (the “Amended Termination Date”).

~~Certain~~The ~~statements~~Company ~~included~~filed inthe ~~this~~Third ~~Current~~Amended ~~Report~~and ~~on Form 8-K are~~Restated ~~“forward-looking~~Charter ~~statements”~~with ~~within~~ the ~~meaning~~Secretary of ~~Section 27A~~State of the ~~Securities~~State ~~Act~~ of ~~1933,~~Delaware ason ~~amended~~December 15, ~~and~~2022. ~~Section 21E of~~The ~~the~~foregoing ~~Securities~~descriptions ~~Exchange Act~~ of ~~1934, as amended, that are not historical facts, including with respect to~~ the ~~Company’s~~Third ~~anticipated redemption,~~Amended ~~liquidation~~ and Restated ~~dissolution,~~Charter and ~~involve~~the ~~risks~~amendment ~~and~~to ~~uncertainties~~the ~~that~~Trust ~~could~~Agreement ~~cause~~do ~~actual~~not ~~results~~purport to ~~differ~~be ~~materially~~complete ~~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~~qualified toin ~~identify~~their ~~such~~entirety ~~forward-looking~~by ~~statements. Such forward-looking statements relate to future events~~reference ~~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~~Exhibits ~~materially from the events, performance and results discussed in the forward-looking statements~~3.1 ~~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 Annual Report on Form~~ 10-K.1, ~~Quarterly Reports on Form 10-Q and other documents the Company has filed with the SEC~~respectively, aswhich ~~amended from time to time. Copies of such filings~~ are ~~available~~incorporated onherein ~~the~~by ~~SEC’s website, www~~reference.~~sec.gov.~~

~~Forward-looking~~Item ~~statements~~5.07 ~~speak~~Submission ~~only as~~ of ~~the date~~Matters ~~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~~Vote of ~~new~~Security ~~information, future events, or otherwise, except as required by law~~Holders. 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 occur. 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.

1At the Special Meeting, a total of 39,361,030 (67.87%) of the Company’s issued and outstanding shares of common stock held of record at the close of business on November 16, 2022, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals (together the “Proposals”) at the Special Meeting, which are described in more detail in the definitive proxy statement of the Company filed with the Securities and Exchange Commission on November 25, 2022 (the “Proxy Statement”).

~~SIGNATURE~~Proposal No. 1 – The Charter Amendment Proposal – to adopt the Third Amended and Restated Charter to amend 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 with one or more businesses from March 4, 2023 (or June 4, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination by March 4, 2023) to the Amended Termination Date.

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.

For		Against		Abstain		Broker Non-Votes
39,330,425		26,696		3,909		N/A

	TCW Special Purpose Acquisition Corp.
Date: November 25, 2022	By:	/s/ Joseph R. Shaposhnik
		Name:	Joseph R. Shaposhnik
		Title:	Chief Executive Officer

Proposal No. 2 – The Trust Amendment Proposal – to amend the Trust Agreement to change the date on which the trustee must commence liquidation of the trust account established in connection with the Company’s initial public offering to the Amended Termination Date.

For		Against		Abstain		Broker Non-Votes
39,330,425		26,696		3,909		N/A

As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.

Item 8.01 Other Events

Since the Proposals were 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”) and the Company’s warrants will expire worthless. The Company expects to complete the Mandatory Redemption on or around December 19, 2022 at a per share redemption price of approximately $10.03.

On December 15, 2022, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Third Amended and Restated Certificate of Incorporation
10.1		Amendment to the Trust Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: December 15, 2022	By:	/s/ Joseph R. Shaposhnik
		Name:	Joseph R. Shaposhnik
		Title:	Chief Executive Officer

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