Item 1.01 Entry into a Material Definitive Agreement.

On April 13, 2021, the Registration Statement on Form S-1 (File No. 333-254505) (the "Registration Statement") relating to the initial public offering (the "IPO") of TCV Acquisition Corp., a Cayman Islands exempted company (the "Company") was declared effective by the U.S. Securities and Exchange Commission. On April 16, 2021, the Company consummated the IPO of 40,000,000 Class A ordinary shares, $0.0001 par value (the "Shares"). The Shares were sold at an offering price of $10.00 per Share, generating gross proceeds of $400,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

? an Underwriting Agreement, dated April 13, 2021, between the Company and

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co.

LLC, as representatives of the several underwriters, which contains customary

representations and warranties and indemnification of the underwriters by the

Company;

? a Private Placement Shares Purchase Agreement, dated April 13, 2021, between

the Company and TCV Acquisition Holdings 2, L.P. (collectively with TCV

Acquisition Holdings, L.P., the "Sponsor"), pursuant to which the TCV

Acquisition Holdings 2, L.P. purchased 1,100,000 private placement shares at a

price of $10.00 per share (the "Private Placement Shares");

? an Investment Management Trust Agreement, dated April 13, 2021, between the

Company and Continental Stock Transfer & Trust Company, as trustee, which

establishes the trust account that will hold the net proceeds of the IPO

proceeds and certain of the proceeds of the sale of the Private Placement

Shares, and sets forth the responsibilities of the trustee; the procedures for

withdrawal and direction of funds from the trust account; and indemnification

of the trustee by the Company under the agreement;

? a Registration and Shareholder Rights Agreement, dated April 13, 2021, between

the Company and the Sponsor, which provides for customary demand and piggy-back

registration rights for the Sponsor, customary piggy-back registration rights

for such other equityholders, as well as certain transfer restrictions

applicable to the Sponsor with respect to the Company's securities, and, upon

and following consummation of our initial business combination, the right of

the Sponsor to nominate three individuals for election to the Company's board

of directors;

? a Letter Agreement, dated April 13, 2021, by and between the Company, the

Sponsor and each of the officers and directors of the Company, pursuant to

which the Sponsor and each officer and director of the Company has agreed to

vote any Shares, Class B ordinary shares of the Company or Private Placement

Shares held by him, her or it in favor of the Company's initial business

combination; to facilitate the liquidation and winding up of the Company if an

initial business combination is not consummated within the time period set

forth in the Company's Amended and Restated Memorandum and Articles of

Association; to certain transfer restrictions with respect to the Company's

securities; and to certain indemnification obligations of the Sponsor; and

? Indemnity Agreements, each dated April 13, 2021, between the Company and each

of the officers and directors of the Company, pursuant to which the Company has

agreed to indemnify each officer and director of the Company against certain

claims that may arise in their roles as officers and directors of the Company.

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement (or, in the case of the Indemnity Agreements, the form of the agreements), each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.

--------------------------------------------------------------------------------

Item 3.02 Unregistered Sales of Equity Securities.

Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 1,100,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating total proceeds of $11,000,000 (the "Private Placement"). The Private Placement Shares, which were purchased by TCV Acquisition Holdings 2, L.P., are substantially similar to the Shares, except that if held by TCV Acquisition Holdings 2, L.P. or its permitted transferees they will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination, subject to certain limited exceptions.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On April 13, 2021, in connection with the IPO, Jay Hoag, Katie Mitic and Tayloe Stansbury (the "Directors") were appointed to the board of directors of the Company (the "Board").

Mr. Hoag, Ms. Mitic and Mr. Stansbury will serve as members of the audit committee, with Ms. Mitic serving as chair of the audit committee. Ms. Mitic and Mr. Stansbury will serve as members of the compensation committee, with Mr. Stansbury serving as chair of the compensation committee.

In March 2021, the Sponsor transferred 75,000 of the Company's Class B ordinary shares to each of Ms. Mitic and Mr. Stansbury. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors.

Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03 Amendments to Memorandum and Articles of Association.

On April 13, 2021, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated by reference herein.




Item 8.01 Other Events.

A total of $400,000,000 of the net proceeds from the IPO and the Private Placement (which includes approximately $14,000,000 of the underwriters' deferred discount) were placed in a trust account established for the benefit of the holders of the Shares issued in the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company's initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company's Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Company's public shares if the Company does not complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Shares; and (3) the redemption of all of the Company's public shares if the Company is unable to complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of the IPO, subject to applicable law.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.





(d)     Exhibits.

  1.1   Underwriting Agreement between the Company and Citigroup Global Markets
        Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as
        representatives of the several underwriters

  3.1   Amended and Restated Memorandum and Articles of Association



  10.1   Private Placement Shares Purchase Agreement between the Company and TCV
         Acquisition Holdings 2, L.P.

  10.2   Investment Management Trust Account Agreement between Continental Stock
         Transfer & Trust Company and the Company

  10.3   Registration and Shareholder Rights Agreement between the Company and
         certain security holders

  10.4   Letter Agreement between the Company, TCV Acquisition Holdings, L.P., TCV
         Acquisition Holdings 2, L.P. and each of the officers and directors of the
         Company

  10.5   Form of Indemnity Agreements, dated April 13, 2021, between the Company and
         each of the officers and directors of the Company

  99.1   Press Release, dated April 13, 2021

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses