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~~September 181, ~~2021~~2022

TCW Special Purpose Acquisition Corp.

(Exact name of registrant as specified in its charter)

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

865 S. Figueroa St., Suite 1800		~~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 41.~~02(a)~~01 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review.~~Agreement

On ~~November~~September 181, ~~2021~~2022, ~~the~~TCW ~~Audit~~Special ~~Committee~~Purpose Acquisition Corp. (the “~~Audit Committee~~Company”) ofentered ~~the~~into ~~board~~(1) ofan ~~directors~~amendment (to the ~~“Board”)~~Letter ofAgreement, dated March 1, 2021, by and among the Company, TCW Special Purpose ~~Acquisition~~Sponsor ~~Corp.~~LLC and certain officers and directors of the Company (the “~~Company~~March 1 Letter Agreement”), ~~after~~ ~~discussion~~(2) ~~with~~an amendment to the ~~Company’s~~Letter ~~management~~Agreement, ~~concluded~~dated ~~that~~March 15, 2021, by and between the Company’s ~~previously~~and ~~issued~~Brian ~~audited~~Lee ~~balance~~(the “March ~~sheet~~15 Letter Agreement”), (3) an amendment to the Letter Agreement, dated ~~March~~ 4June 17, 2021, ~~unaudited~~by ~~interim~~and ~~financial~~between ~~statements~~the Company ~~contained~~and inDavid Rye (the ~~Company’s~~“June ~~Quarterly~~17 ~~Reports~~Letter onAgreement” ~~Form~~and, ~~10-Q~~together ~~for~~with the ~~periods ended~~ March ~~31,~~1 ~~2021~~Letter Agreement and ~~June~~the March 3015 Letter Agreement, ~~2021~~the “Letter Agreements”), ~~originally~~as ~~filed~~well onas ~~May~~(4) ~~14,~~an ~~2021~~amendment ~~and~~to ~~August~~the 10Investment Management Trust Agreement, dated March 1, 2021, ~~respectively~~by ~~(collectively,~~and between the ~~“Non-Reliance~~Company and Continental Stock Transfer & Trust Company (the ~~Periods~~“Investment Management Trust Agreement”), ~~should~~in noeach ~~longer~~case, bein ~~relied~~order ~~upon.~~to ~~Similarly,~~rectify ~~related~~a ~~press~~typographical ~~releases,~~error ~~earnings~~to ~~releases,~~include inadvertently ~~and~~omitted ~~investor~~language ~~communications~~concerning ~~describing~~the description of the period of time in which the Company has to complete its initial business combination, which error resulted from an inaccuracy in the Company’s ~~financial~~Second ~~statements~~Amended ~~for~~and ~~the~~Restated ~~Non-Reliance~~Certificate ~~Periods~~of Incorporation, ~~should~~as nodescribed ~~longer~~in beItem ~~relied~~5.03 ~~upon~~of this Current Report on Form 8-K.

The ~~Company~~amendments ~~restated~~to ~~its~~each ~~previously~~of ~~issued~~the ~~financial statements~~Letter toAgreements, ~~classify~~each ~~all~~of ~~Class~~which Aattaches the ~~common~~corrected ~~stock~~form ~~subject~~of tothe ~~redemption~~applicable inLetter ~~temporary~~Agreement, ~~equity~~as ~~at redemption value~~amended, inare ~~accordance~~filed ~~with~~as ~~SEC and~~Exhibit ~~its staff’s guidance on redeemable equity instruments~~10.1, ~~which~~Exhibit ~~has~~10.2 ~~been~~and ~~codified~~Exhibit in10.3 ~~Accounting~~hereto ~~Standards Codification (“ASC”)~~and ~~480-10-S99,~~are ~~Distinguishing~~incorporated ~~Liabilities~~by ~~from~~reference ~~Equity~~herein. ~~The~~These ~~Company’s~~exhibits ~~accounting~~replace ~~for~~and supersede the ~~shares~~versions of ~~Class~~the AMarch ~~common~~1 ~~stock~~Letter ~~subject~~Agreement, March 15 Letter toAgreement ~~redemption~~and ~~did~~June ~~not~~17 ~~have~~Letter ~~any~~Agreement, ~~effect~~respectively, onpreviously filed with the Company’s ~~previously~~current ~~reported~~reports ~~assets~~on ~~and~~Form ~~the non~~8-~~cash~~K ~~adjustments~~on toMarch ~~the financial~~4, ~~statement~~2021, doMarch ~~not~~16, ~~impact~~2021 ~~the amounts previously reported for the Company’s cash~~ and ~~cash~~June ~~equivalents~~17, or2021, ~~total assets~~respectively.

OnThe ~~November~~amendment ~~18,~~to ~~2021,~~ the ~~Audit~~Investment ~~Committee~~Management ~~discussed with~~Trust ~~Marcum LLP (“Marcum”)~~Agreement, ~~the~~which ~~Company’s current independent registered public accounting firm, the matters disclosed~~attaches ~~in this Item 4.02(a). The Company will restate~~ the ~~financial~~corrected ~~statements~~form ~~for~~of the ~~Non-Reliance~~Investment ~~Periods~~Management inTrust ~~its~~Agreement, ~~Quarterly~~as ~~Report on Form 10-Q for the period ended September 30~~amended, ~~2021~~is ~~(the~~filed ~~“Third~~as ~~Quarter~~Exhibit ~~Form~~ 10~~-Q”)~~.4 tohereto ~~reclassify the Company’s shares of Class A common stock~~ and ~~will~~is ~~continue~~incorporated toby ~~do so in its future financial statements~~reference herein. ~~The~~This ~~Company~~exhibit ~~will~~replaces ~~disclose~~and supersedes the ~~impact~~version of ~~such restatements of~~ the ~~Non-Reliance~~Investment ~~Periods~~Management inTrust ~~its~~Agreement, ~~Third~~dated ~~Quarter~~March ~~Form~~1, ~~10-Q~~2021, ~~which~~previously filed with the Company’s ~~will~~current ~~file~~report ~~with~~on ~~the~~Form ~~SEC~~8-K ason ~~soon~~March as4, ~~practicable~~2021.

~~Management carried~~The ~~out~~foregoing andescription ~~evaluation~~ of the ~~effectiveness~~amendments ofto the ~~design~~Letter Agreements and ~~operation of~~ the ~~Company’s~~Investment ~~disclosure~~Management ~~controls~~Trust ~~and~~Agreement ~~procedures~~does ~~as of~~not ~~September~~purport ~~30, 2021 and concluded that, solely due~~ to ~~the~~be ~~events~~complete ~~that~~and ~~led~~is toqualified ~~the~~in ~~Company’s restatement of~~ its ~~financial~~entirety ~~statements, a~~by ~~material~~reference ~~weakness~~to ~~existed and~~ the ~~Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under~~full ~~the~~text ~~Exchange Act) were not effective as~~ of ~~September~~the 30amendments, ~~2021.~~which Aare ~~material~~filed ~~weakness~~as isExhibit ~~a deficiency~~10.1, orExhibit ~~a combination of deficiencies~~10.2, in ~~internal~~Exhibit control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis10.3 ~~The existence of one or more material weaknesses precludes a conclusion by management that a company’s disclosure controls~~ and ~~procedures~~Exhibit ~~and internal control over financial reporting are effective~~10.4 ~~In addition~~hereto, ~~the Audit Committee~~respectively, ~~the Board,~~ and ~~management~~are ~~have begun evaluating appropriate remediation actions. The~~incorporated ~~Company’s~~herein ~~remediation~~by plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among the Company’s personnel and third-party professionals with whom the Company consults regarding complex accounting applicationsreference.

1Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~SIGNATURE~~On September 1, 2022, the Company filed a corrected version 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 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). The period of time was previously inaccurately described in the Second Amended and Restated Certificate of Incorporation as “24 months from the closing of the initial public offering of the Company (the “Offering”).” 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).”

~~Pursuant~~The toCorrected ~~the~~Certificate ~~requirements~~ of ~~the~~Second ~~Securities Exchange~~Amended ~~Act~~and Restated Certificate of ~~1934,~~Incorporation ~~the~~is ~~registrant~~effective ~~has~~as ~~duly~~of ~~caused~~March ~~this~~2, ~~report~~2021, towhich beis ~~signed~~the onoriginal ~~its~~filing ~~behalf~~date byof the ~~undersigned~~Second ~~hereunto~~Amended ~~duly~~and ~~authorized~~Restated Certificate of Incorporation.

	TCW Special Purpose Acquisition Corp.
Date: November 18, 2021	By:	/s/ Joseph R. Shaposhnik
		Name:	Joseph R. Shaposhnik
		Title:	Chief Executive Officer

A copy of the Corrected Certificate of Second Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are filed with this Form 8-K:

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)

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: September 1, 2022	By:	/s/ Joseph R. Shaposhnik
	Name:	Joseph R. Shaposhnik
	Title:	Chief Executive Officer

Filing Compare · TCW Special Purpose Acquisition Corp.