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): October 419, 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	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 1 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~October ~~disclosed~~19, on2022, ~~June~~Nanxi ~~17,~~Liu ~~2021,~~was ~~TCW~~appointed ~~Special~~to ~~Purpose~~the ~~Acquisition~~board ~~Corp.~~of directors (the “~~Company~~Board”) ~~issued~~of aTCW ~~promissory~~Special Purpose Acquisition ~~note~~Corp. (the “~~Working Capital Note~~Company”). toEffective ~~TCW~~October ~~Asset~~19, ~~Management~~2022, ~~Company~~Ms. ~~LLC,~~Liu awas ~~Delaware~~also ~~limited~~appointed ~~liability~~to ~~company~~the Board’s (~~“TAMCO”~~i), Audit anCommittee, ~~affiliate~~(ii) Compensation ofCommittee ~~the~~and ~~Company’s~~(iii) Nominating ~~sponsor,~~and ~~providing~~Corporate ~~for~~Governance ~~borrowings~~Committee. ~~from~~The ~~time~~Board tohas ~~time~~determined bythat Ms. ~~the~~Liu ~~Company~~is ~~for~~an ~~working~~independent ~~capital~~director ~~purposes~~under ~~up to~~applicable anSecurities ~~aggregate~~and ~~principal~~Exchange ~~amount~~Commission ofand ~~$2,000,000~~New York Stock Exchange rules.

OnIn ~~October~~connection 4,with ~~2022,~~ the ~~Company~~appointment ~~and TAMCO entered into an amendment to the Working Capital Note (the “Note Amendment”) in order to increase the aggregate principal amount~~ of ~~borrowings~~Ms. byLiu, the Company toentered aninto ~~aggregate~~the ~~principal~~following ~~amount of up to $2,500,000.~~agreements:

~~The Note~~● ~~Amendment~~A ~~also~~Letter ~~amends~~Agreement, ~~the~~dated ~~Working~~October ~~Capital~~19, ~~Note~~2022 to(the ~~provide~~“Letter ~~that~~Agreement”), between the ~~maximum~~Company ~~portion~~and ofMs. ~~the~~Liu, ~~unpaid~~pursuant ~~principal~~to ~~amount~~which ofMs. ~~the~~Liu ~~Working Capital~~has ~~Note~~agreed ~~that,~~to: atvote ~~TAMCO’s~~any ~~election,~~shares ~~may~~of beClass ~~converted~~A ~~into~~common ~~warrants~~stock toheld ~~purchase~~by ~~shares~~her in favor of the Company’s ~~common~~initial ~~stock~~business ~~upon~~ combination; facilitate the ~~consummation~~liquidation and winding up of the Company’s if an initial business combination ~~shall~~is not ~~exceed~~consummated ~~$2,000,000~~within the time period required by its second amended and restated certificate of incorporation; and certain transfer restrictions with respect to the Company’s securities.

~~The foregoing~~● ~~description~~An isIndemnity ~~qualified~~Agreement, indated ~~its~~October ~~entirety~~19, by2022 ~~reference to~~ (the ~~Note~~“Indemnity ~~Amendment~~Agreement”), abetween ~~copy~~the ofCompany ~~which is attached as Exhibit 10.1 hereto~~ and ~~is incorporated herein by reference~~Ms. ~~Except as set forth in the Note Amendment~~Liu, ~~the~~providing ~~terms of the Working Capital Note remain unchanged~~Ms. A ~~summary~~Liu ofcontractual ~~the~~indemnification ~~material~~in ~~terms~~addition ofto the ~~Working~~indemnification ~~Capital~~provided ~~Note~~for ~~is included~~ in the ~~Current Report on Form 8-K filed by the~~ Company’s ~~with~~second ~~the Securities~~amended and ~~Exchange~~restated ~~Commission~~certificate onof ~~June 17, 2021~~incorporation.

~~Item~~The ~~2.03~~foregoing ~~Creation~~descriptions of athe ~~Direct~~Letter ~~Financial~~Agreement ~~Obligation~~and orthe anIndemnity ~~Obligation~~Agreement ~~under~~do annot ~~Off-Balance~~purport ~~Sheet~~to ~~Arrangement~~be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement, copies of awhich ~~Registrant~~are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

~~The~~Other ~~disclosure~~than ~~set~~the ~~forth~~foregoing, inMs. ~~Item~~Liu ~~1.01~~is ofnot ~~this~~party ~~Current~~to ~~Report~~any onarrangement ~~Form~~or ~~8-K~~understanding ~~regarding~~with ~~the~~any ~~Note~~person ~~Amendment~~pursuant to which she was appointed as a director, nor is ~~incorporated~~she byparty ~~reference~~to ~~herein~~any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit No.		Description of ~~Exhibit~~Exhibits
10.1		~~Amendment~~Letter ~~No. 1 to Promissory Note~~Agreement, dated ~~as of~~ October 419, 2022, ~~by and~~ between the Company and ~~TCW~~Nanxi ~~Asset Management Company LLC~~Liu.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.2		Indemnity Agreement, dated October 19, 2022, between the Company and Nanxi Liu.
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: October 7, 2022	By:	/s/ Richard Villa
Date: October 24, 2022	By:	/s/ Joseph R. Shaposhnik
		Name:	~~Richard~~Joseph ~~Villa~~R. Shaposhnik
		Title:	Chief ~~Financial~~Executive Officer ~~and Secretary~~

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