Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 3.03 of this Current Report on Form 8-K related to the amendment of the Trust Agreement (as defined below) is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

At 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").

The Company filed the Third Amended and Restated Charter with the Secretary of State of the State of Delaware on December 15, 2022. The foregoing descriptions of the Third Amended and Restated Charter and the amendment to the Trust Agreement do not purport to be complete and are qualified in their entirety by reference to Exhibits 3.1 and 10.1, respectively, which are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At 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").

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.





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

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.





                                       1


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)




                                       2

© Edgar Online, source Glimpses