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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