Item 1.01 Entry into a Material Definitive Agreement

On September 1, 2022, TCW Special Purpose Acquisition Corp. (the "Company") entered into (1) an amendment to the Letter Agreement, dated March 1, 2021, by and among the Company, TCW Special Purpose Sponsor LLC and certain officers and directors of the Company (the "March 1 Letter Agreement"), (2) an amendment to the Letter Agreement, dated March 15, 2021, by and between the Company and Brian Lee (the "March 15 Letter Agreement"), (3) an amendment to the Letter Agreement, dated June 17, 2021, by and between the Company and David Rye (the "June 17 Letter Agreement" and, together with the March 1 Letter Agreement and the March 15 Letter Agreement, the "Letter Agreements"), as well as (4) an amendment to the Investment Management Trust Agreement, dated March 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the "Investment Management Trust Agreement"), in each case, 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, which error resulted from an inaccuracy in the Company's Second Amended and Restated Certificate of Incorporation, as described in Item 5.03 of this Current Report on Form 8-K.

The amendments to each of the Letter Agreements, each of which attaches the corrected form of the applicable Letter Agreement, as amended, are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto and are incorporated by reference herein. These exhibits replace and supersede the versions of the March 1 Letter Agreement, March 15 Letter Agreement and June 17 Letter Agreement, respectively, previously filed with the Company's current reports on Form 8-K on March 4, 2021, March 16, 2021 and June 17, 2021, respectively.

The amendment to the Investment Management Trust Agreement, which attaches the corrected form of the Investment Management Trust Agreement, as amended, is filed as Exhibit 10.4 hereto and is incorporated by reference herein. This exhibit replaces and supersedes the version of the Investment Management Trust Agreement, dated March 1, 2021, previously filed with the Company's current report on Form 8-K on March 4, 2021.

The foregoing description of the amendments to the Letter Agreements and the Investment Management Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendments, which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 hereto, respectively, and are incorporated herein by reference.

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

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)."

The Corrected Certificate of Second Amended and Restated Certificate of Incorporation is effective as of March 2, 2021, which is the original filing date of the Second Amended and Restated Certificate of Incorporation.

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.





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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)




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