UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): August 6, 2021~~1934

Date of Report (Date of earliest event reported): April 13, 2022

TCV ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40327	98-1580306
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

250 Middlefield Road Menlo Park, CA		94025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 614-8200

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 to 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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value		TCVA		The Nasdaq ~~Capital~~Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 45.0102 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Dismissal~~On April 13, 2022, Deepthi Bathina was appointed to the board of ~~Independent~~directors ~~Registered~~(the ~~Public~~“Board”) ~~Accounting~~of ~~Firm~~TCV Acquisition Corp. (the “Company”). Ms. Bathina will serve as a member of the Board’s audit committee.

OnMs. ~~August~~Bathina 6,is ~~2021,~~not ~~TCV~~an ~~Acquisition~~affiliate ~~Corp.~~of (the “Company”) ~~notified~~and ~~Marcum~~has ~~LLP~~not ~~(the~~been ~~“Former~~involved ~~Auditor”)~~in ofany ~~its~~related ~~dismissal,~~party ~~effective~~transactions asinvolving of the ~~same~~ ~~day, as the~~ Company’s ~~independent~~executive ~~registered~~officers, directors, ~~public~~stockholder’s ~~accounting~~owning ~~firm.~~more ~~The~~than ~~Former~~5% ~~Auditor served as the auditors~~ of the Company~~’s financial statements for the period from January 27~~, ~~2021~~or ~~(inception)~~immediate ~~through~~family ~~April~~members ~~16,~~of ~~2021~~such persons.

~~The~~Ms. ~~reports~~Bathina currently serves as CEO, President and Founder of ~~the~~HealthTech ~~Former~~Ventures, ~~Auditor~~where onshe ~~the~~advises ~~Company’s~~executives, ~~financial~~directors ~~statements~~and ~~for~~investors in the health-technology ~~period~~space. ~~from~~From January ~~27,~~2019 ~~2021 (inception)~~ to January 292022, ~~2021~~Ms. ~~and~~Bathina ~~the~~served ~~Company’s~~as ~~balance~~Chief ~~sheet~~Clinical asProduct Officer of ~~April~~Humana ~~16,~~Inc. ~~2021~~(“Humana”), ~~did~~ ~~not~~a ~~contain~~health ~~any~~insurance ~~adverse~~company, ~~opinion~~where orshe aled ~~disclaimer~~the strategy and execution of ~~opinion~~clinical and ~~were~~pharmacy ~~not~~product portfolios, ~~qualified~~including orBehavioral ~~modified~~Health, asOmni ~~to uncertainty~~Care, ~~audit~~Chronic ~~scope~~Care orManagement ~~accounting~~& ~~principle~~Delivery, ~~except~~Pharmacy ~~that~~and ~~there~~Provider ~~was~~Solutions. anMs. ~~explanatory~~Bathina ~~paragraph~~also ~~describing~~led ~~conditions~~Humana’s ~~that~~Customer ~~raised~~Success ~~substantial doubt~~organizations ~~about~~for the ~~Company’s~~Medicare, ~~ability~~Medicaid and Commercial segments. From March 2017 to ~~continue~~October as2018, aMs. ~~going~~Bathina ~~concern~~served inas ~~their~~General ~~audit~~Manager, ~~opinion~~Operations ~~dated~~at ~~February~~Nuance 17Communications, ~~2021~~Inc. ~~The~~ ~~substantial~~(“Nuance”), ~~doubt~~a ~~about~~conversational ~~the~~and ~~Company’s~~cognitive ~~ability~~artificial intelligence solutions company. Prior to ~~continue~~Nuance, Ms. Bathina served as ahead ~~going~~of ~~concern~~Global Operations ~~was~~of ~~resolved~~UpToDate, byInc., a company within the ~~audited~~Wolters ~~April~~Kluwer 16Health technology division of Wolters Kluwer N.V., ~~2021~~where ~~balance~~she led product management, product marketing, technology, infrastructure and global customer operations. Earlier in her ~~sheet~~ career, Ms. ~~The~~Bathina ~~decision~~worked toat ~~change~~Jack ~~the~~Welch ~~independent~~LLC, ~~public~~where ~~accounting~~she ~~firm~~served ~~was~~as ~~approved~~a bystrategy consultant for the ~~audit~~business ~~committee~~initiatives of ~~the~~former General Electric Company’s ~~board~~chief ofexecutive ~~directors~~officer, (Jack Welch. Ms. Batina received her M.S. in Computer Science from Worcester Polytechnic University and her M.B.A. from the ~~“Audit~~F.W. ~~Committee”)~~Olin Graduate School of Business at Babson College.

~~From~~In ~~January~~connection ~~27,~~with ~~2021,~~Ms. ~~through August 6, 2021, the period during which the Former Auditor was engaged as the Company~~Bathina’s ~~independent~~appointment ~~registered~~to ~~public~~the ~~accounting firm~~Board, ~~there~~our ~~were no disagreements with the Former Auditor on any matter of accounting principles or practices~~sponsor, ~~financial~~TCV ~~statement~~Acquisition ~~disclosure or auditing scope or procedure~~Holdings, ~~which disagreements~~L.P., ifintends ~~not resolved~~ to ~~the~~transfer ~~satisfaction of the Former Auditor~~75,000 ~~would~~Class ~~have~~B ~~caused the Former~~ordinary ~~Auditor~~ shares ~~to make reference to the subject matter~~ of the ~~disagreements~~Company asto ~~defined~~Ms. in Item 304(a)(1)(iv) of Regulation S-K in connection with any reports it would have issued, and there were no “reportable events” as such term is described in Item 304(a)(1)(v) of Regulation S-KBathina.

The Company has provided the Former Auditor with a copy of the foregoing disclosure and requested that the Former Auditor furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether or not it agrees with such disclosure. A copy of the letter from the Former Auditor addressed to the SEC, dated as of August 9, 2021 is filed as Exhibit 16.1 to this current report on Form 8-K.

New Independent Registered Public Accounting Firm

On August 6, 2021, the Company engaged BDO USA LLP (“BDO”) as the Company’s independent public accounting firm, effective August 6, 2021 in order to audit, and express an opinion of the consolidated financial statements of the Company for the year ending December 31, 2021. The Audit Committee approved the engagement with BDO on August 6, 2021.

From January 27, 2021, through August 6, 2021, the period during which the Former Auditor was engaged as the Company’s independent registered public accounting firm, the Company did not consult with BDO regarding (1) the application of accounting principles to a specified transaction, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibits

16.1 Marcum LLP consent letter dated August 9, 2021

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.

Dated: ~~August~~April 1118, ~~2021 TCV ACQUISITION CORP.~~2022

TCV ACQUISITION CORP By: /s/ ~~Erez~~Frederic ~~Elisha~~Fenton Name: Frederic Fenton Title: President

Name: Erez Elisha Title: Chief Financial Officer

Filing Compare · TCV Acquisition Corp.