Item 1.01 Entry into a Material Definitive Agreement

On June 17, 2021, TCW Special Purpose Acquisition Corp. (the "Company") issued a promissory note (the "Working Capital Note") to TCW Asset Management Company LLC, a Delaware limited liability company ("TAMCO") providing for borrowings by the Company in an aggregate principal amount of up to $2,000,000. The Working Capital Note was issued to allow for borrowings from time to time by the Company for working capital purposes. The Working Capital Note bears no interest and is due and payable upon the earlier of the date on which the Company consummates its initial business combination or on which the Company is wound up. At the election of TAMCO, all or a portion of the unpaid principal amount of the Working Capital Note may be converted into a number of warrants to purchase shares of common stock, par value $0.0001 per share, of the Company (the "Conversion Warrants") equal to: (x) the portion of the principal amount of the Working Capital Note being converted, divided by (y) $1.50. Any Conversion Warrants issued will be identical to the warrants issued by the Company to its sponsor, TCW Special Purpose Sponsor LLC, in a private placement upon consummation of the Company's initial public offering. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Working Capital Note.

The issuance of the Working Capital Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Working Capital Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Working Capital Note is incorporated by reference herein.

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


           Appointment of Certain Officers? Compensatory Arrangements of Certain
           Officers.

On June 17, 2021, David Rye was appointed to the board of directors (the "Board") of the Company. Effective June 17, 2021, Mr. Rye was also appointed to the Board's (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating and Corporate Governance Committee. The Board has determined that Mr. Rye is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules.

In connection with the appointment of Mr. Rye, the Company entered into the following agreements:





        ?    A Letter Agreement, dated June 17, 2021 (the "Letter Agreement"),
             between the Company and Mr. Rye, pursuant to which Mr. Rye has agreed
             to: vote any shares of Class A common stock held by him in favor of
             the Company's initial business combination; facilitate the
             liquidation and winding up of the Company if an initial business
             combination is not consummated 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.




        ?    An Indemnity Agreement, dated June 17, 2021 (the "Indemnity
             Agreement"), between the Company and Mr. Rye, providing Mr. Rye
             contractual indemnification in addition to the indemnification
             provided for in the Company's second amended and restated certificate
             of incorporation.

The foregoing descriptions of the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement, copies of which are attached as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.

Other than the foregoing, Mr. Rye is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to 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 exhibits are filed with this Form 8-K:





Exhibit No.   Description of Exhibits

10.1            Promissory Note, dated June 17, 2021, between the Company and TCW
              Asset Management Company LLC

10.2            Letter Agreement, dated June 17, 2021, between the Company and David
              Rye.

10.3            Indemnity Agreement, dated June 17, 2021, between the Company and
              David Rye.

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